Ordinance No. 15,868 ORDINANCE NO. 15,868
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS,
AUTHORIZING A PROFESSIONAL SERVICES AGREEMENT WITH FIVE
ENGINEERING, LLC, FOR THE CENTRAL WASTEWATER DISTRICT PLANT
EQUIPMEMT AND OPERATION EFFICIENCY IMPROVEMENTS PROJECT;
AUTHORIZING PAYMENT BY THE CITY OF BAYTOWN IN AN AMOUNT NOT
TO EXCEED SIX HUNDRED NINETY-SIX THOUSAND SIX HUNDRED FORTY-
SIX AND NO 100 DOLLARS (S696,646.00); MAKING OTHER PROVISIONS
RELATED THERETO; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF.
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BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN,TEXAS:
Section 1: That the City Council of the City of Baytown, Texas, hereby authorizes and directs
the City Manager to execute and the City Clerk to attest to a Professional Services Agreement with Five
Engineering, LLC, for the Central District Wastewater Treatment Plant Equipment and Operations
Efficiency Improvements Project. A copy of said agreement is attached hereto as Exhibit "A" and
incorporated herein for all intents and purposes.
Section 2: That the City Council of the City of Baytown authorizes payment to Five
Engineering, LLC, in an amount not to SIX HUNDRED NINETY-SIX THOUSAND SIX HUNDRED
FORTY-SIX AND NO 100 DOLLARS ($696,646.00) for professional services in accordance with the
agreement authorized in Section 1 hereinabove.
Section 3: That the City Manager is hereby granted general authority to approve a decrease or
an increase in costs by FIFTY THOUSAND AND NO.'100 DOLLARS (S50,000.00) or less.
Section 4: This ordinance shall take effect immediately from and after its passage by the City
Council of the City of Baytown.
INTRODUCED, READ and PASSED by tl ive vote of the Council of the City of
Baytown this the 25'"day of July, 2024.
NDON CAPETILL Mayor
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SCOTT LEM ND, City Attorney
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EXHIBIT "A"
AGREEMENT FOR CONSULTING SERVICES
STATE OF TEXAS §
COUNTY OF HARRIS §
This Agreement (this "Agreement") is entered into by and between Five Engineering, LLC.,
(hereinafter "Consultant") and the City of Baytown, a home-rule municipality located in Harris
and Chambers Counties, Texas (the "City").
1. Scope of Services/Consultant Fees
This Agreement authorizes Consultant to perform professional engineering services for Central
District Wastewater Treatment Plant Equipment and Operations Efficiency Improvements Project
(the "Work") for and on behalf of the City.
a. This Agreement shall commence on the date of execution by the City Manager and
(if not terminated in accordance with paragraph 11) shall terminate:
® upon completion of the Work in accordance with this Agreement, including
Exhibits;
❑ number of months days (spelled out) (number of months days [numerical])
months days following execution by the City Manager;
❑ the earlier of (a) completion of the Work in accordance with this Agreement,
including Exhibits; (b) number of months days (spelled out) (number of
months days [numerical]) months days following execution by the City
Manager.
b. The scope of the Work is detailed in Exhibit "A."
C. Compensation and professional fees are detailed in Exhibit "B."
d. The time schedules for the Work are specified in Exhibit T."
e. Each of these Exhibits "A" through "C" is incorporated into this Agreement by
reference for all purposes.
2. Compensation and Professional Fees
a. The City shall pay Consultant in installments based upon monthly progress reports
and detailed invoices submitted by the Consultant based upon the following:
1. Design Phase Services (Lump Sum)................................................$577,011.00
2. Bid Phase Services (Hourly Not to Exceed)......................................$23,819.00
3. Construction Phase Services (Hourly Not to Exceed).......................$95,816.00
4. Additional Services (Lump Sum) ...............................................................$0.00
(These services require independent and specific advance,written authorization)
Agreement for Consulting Services,Page 1 Rev. 07 26 2023
5. Reimbursable Expenses (Not to Exceed)....................................................$0.00
6. Total ................................................................................................$696,646.00
b. For an agreed contract amount identified as "Lump Sum," "Not to Exceed" and
"Reimbursable," Consultant shall not exceed the fixed contractual amount without
written authorization in the form of a contract amendment.
C. Reimbursable Expenses are itemized by work category. Reimbursable Expenses
shall be invoiced AT COST, without subsequent markup by Consultant. All
invoices containing a request for Reimbursable Expenses shall include copies of
the original expense receipts itemized per allowable category.
(1) Allowable Reimbursable Expenses include:
(a) Hard copy reproductions, copies, and or binding costs;
(b) Postage;
(c) Mileage, for travel from Consultant's local office (within a 25-mile
radius) to meetings at the City or jobsite. Mileage shall be charged
at the current IRS rates;
(d) Travel Expenses, mileage from local office to state or federal
regulatory agency office beyond 100 miles; and
(e) Lodging expenses for destinations beyond 100 miles from
Consultant's local office AND when business hours exceed eight
hours within one business day OR when Consultant's services
require more than one eight-hour day at the destination; provided
such expenses have been approved in writing by the City.
(2) Disallowed Expenses include travel expenses for professional expertise
traveling into the Greater Houston Area from Consultant's office outside the
Greater Houston Area.
d. Consultant shall invoice based upon total services actually completed during the
applicable month. Invoices and all required or requested backup information shall
be tendered no more often than once a month. Consultant shall not invoice the City
for services or expenses that were incurred more than sixty (60) days before the
date of the invoice. Failure to timely invoice the City for services or expenses shall
result in Consultant's invoice being denied.
e. In the event of a disputed or contested invoice, the City may withhold from payment
that portion so disputed or contested, and the undisputed portion will be paid.
3. Personnel of Consultant
a. Consultant's Project Manager
Consultant shall designate Frank L. Stephens, PE, ENV SP to serve as Project
Manager for the Work performed under this Agreement. Any change of Project
Manager shall require thirty (30) days advance written approval from the City's
Representative.
Agreement for Professional Services,Page 2
b. Licensed and Registered Architects Engineers
Consultant shall keep full-time registered architects and or engineers licensed in
the State of Texas on staff and assigned to the Work for the duration of its
performance of the Work.
C. Data on Consultant's Employees
Prior to commencement of the Work,Consultant shall forward to the City a detailed
resume of the personnel that will be assigned to the Work. Such personnel shall
include, but not be limited to, architects and or engineers as applicable.
d. Rejection of Consultant's Employees
The City reserves the right to approve or reject from the Work any employees of
Consultant.
4. Designation and Duties of the City's Representative
a. The City's Director of Public Works and Engineering or his designee shall act as the
City's Representative.
b. The City's Representative shall use his best efforts to provide nonconfidential City
records for Consultant's usage on the Work and to provide access to City's property
and easements. However, the City does not guarantee the accuracy or correctness
of the documents so provided. Notwithstanding the foregoing, Consultant shall be
entitled to use and rely upon information provided by the City in performing the
services required under this Agreement only to the extent and level specified by the
City in writing for each document provided. Nothing contained herein shall be
construed to require the City to provide such records in any certain format. The
format in which the existing data and documentation will be provided shall be at the
sole discretion of the City.
5. Standards of Performance
a. Consultant shall perform all services under this Agreement with the care and skill
ordinarily used by members of Consultant's profession practicing under the same
or similar circumstances, time and locality. Opinion of probable cost shall be based
upon the Consultant's experience and represent its best judgment as an experienced
and qualified professional. Each submittal of opinion of probable cost shall be
commensurate with the project design.
Consultant shall be responsible for the technical accuracy of its services and
documents resulting therefrom, and the City shall not be responsible for discovering
deficiencies therein. Consultant shall correct such deficiencies without additional
compensation.
Agreement for Professional Services,Page 3
b. Codes and Standards
(i) All references to codes, standards, environmental regulations and`or
material specifications shall be to the latest revision, including all effective
supplements or addenda thereto, as of the date that the order for any
necessary equipment is made by the City or that the construction specified
is bid by the City.
(ii) If any such equipment is specially manufactured, it shall be identified to the
City, and the Contractor and the Seller and or Manufacturer shall present
sufficient data to the City to support the design and the suitability of the
equipment.
(iii) All materials specified on any City project shall be in accordance with City,
ASTM, ACI, and AASHTO specifications, and with other recognized
standards. Proprietary material or other materials for which no generally
recognized standards exist may be used provided there has been at least five
(5) years of proven experience in the field, and such satisfactory
documentation has been approved by the City's Representative.
(iv) The Work shall be designed and furnished in accordance with the most
current codes and'or standards adopted by city, state, or federal government
or in general custom and usage by the profession and shall comply with
Texas Department of Licensing and Regulation's riles and regulations,
including the Texas Accessibility Standards.
(v) The codes and standards used in the profession set forth minimum
requirements. These may be exceeded by the Contractor or Consultant if
superior methods are available for successftil operation of equipment and or
for the construction project on which the Work is performed. Any
alternative codes or regulations used shall have requirements that are
equivalent or better than those in the above-listed codes and regulations.
Consultant shall state the alternative codes and regulations used.
(vi) Consultant agrees the services it provides as an experienced and qualified
architect.engineer will reflect the professional standards, procedures and
performances common in the industry for this project. Consultant fiirther
agrees that any analysis, reports, preparation of drawings, the designation or
selection of materials and equipment, the selection and supervision of
personnel and the performance of other services under this Agreement will
be pursuant to the standard of performance common in the profession.
(vii) Consultant shall promptly correct any defective analysis caused by
Consultant at no cost to City. The City's approval, acceptance, use of or
payment for all or any part of Consultant's services hereunder or of the Work
itself shall in no way alter Consultant's obligations or the City's rights under
this Agreement. As applicable,Consultant shall provide the City with record
"as-built" drawings relating to the Work in an electronic format that is
Agreement for Professional Services,Page 4
acceptable to the City. City shall be in receipt of record drawings, if
applicable, prior to final payment.
(viii) Consultant has no control over the cost of labor, materials, equipment or
services furnished by others, other than its subconsultants. Data projections
and estimates are based upon Consultant's opinion based on experience and
judgment. Consultant cannot and does not guarantee that actual costs and or
quantities realized will vary from the data projections and estimates prepared
by Consultant.
(ix) Consultant shall submit all final construction documents in both hard copy
and electronic format. Plans shall be AutoCAD compatible and all other
documents shall be Microsoft Office compatible. The software versions
used shall be compatible to current City standards. Other support
documents, for example, structural calculations, drainage reports and
geotechnical reports, shall be submitted in hard copy only. All Record
Drawings electronic files shall be submitted to the City in PDF TIF format.
6. Schedule
Consultant shall not proceed with the Work or any stage thereof until written notice to proceed is
provided by the City's Representative. Consultant's obligation to render services specified in
Exhibit "B" will be for the entire period necessary for the final completion of the construction of
the Work. If the Consultant contributes to any delay in the schedule, Consultant will have no right
to seek and shall not be entitled to any additional compensation.
7. Instruments of Service
Upon execution of this Agreement, Consultant grants to the City an ownership interest in the
Instruments of Service. Consultant shall obtain similar interests from the City and Consultant's
consultants consistent with this Agreement. As noted in Articles 5 and 11, Consultant shall be
required to tender to City all Instruments of Service. With such ownership interest, it is expressly
understood by the parties hereto that the City may use the Instruments of Service for any purposes
which the City sees fit, including, but not limited to, subsequent construction, reconstruction,
alteration,and/or repairs of the Project. As a condition to the City's use of the Instruments of Service,
the City hereby expressly agrees to remove Consultant's name and all references to Consultant and
its consultants from the Documents. Provided that this Agreement is not terminated for cause by the
City, the City shall release any and all claims which the City could make arising out of or in
connection with any reuse of the documents by the City.
8. Insurance
Consultant shall procure and maintain at its sole cost and expense for the duration of the
Agreement, insurance against claims for injuries to persons or damages to property which may
arise from or in connection with the performance of the Work hereunder by Consultant, its agents,
representatives, volunteers, employees or subconsultants.
a. Consultant's insurance coverage shall be primary insurance with respect to the City,
its officials, employees and agents. Any insurance or self-insurance maintained by
the City, its officials, employees or agents shall be considered in excess of
Consultant's insurance and shall not contribute to it. Further, Consultant shall
include all subconsultants, agents and assigns as additional insureds under its policy
Agreement for Professional Services,Page 5
or shall furnish separate certificates and endorsements for each such person or
entity. All coverages for subconsultants and assigns shall be subject to all of the
requirements stated herein.
The following is a list of standard insurance policies along with their respective
minimum coverage amounts required in this Agreement:
1. Commercial General Liability
■ General Aggregate: $2,000,000
■ Products & Completed Operations Aggregate: $2,000,000
■ Personal & Advertising Injury: $1,000,000
■ Per Occurrence: $1,000,000
■ Fire Damage $500,000
■ Waiver of Subrogation required
■ Coverage shall be broad form
■ No coverage shall be deleted from standard policy without
notification of individual exclusions being attached for review and
acceptance.
2. Business Automobile Policy
■ Combined Single Limits: $1,000,000
■ Coverage for "Any Auto"
■ Waiver of Subrogation required
3. Errors and Omissions
■ Limit: $1,000,000 for this project
■ For all architects, engineers, and or design companies
■ Claims-made form is acceptable
■ Coverage will be in force for one (1) year after completion of the
Project
■ Waiver of Subrogation required
4. Workers' Compensation
■ Statutory Limits
■ Employer's Liability$500,000
■ Waiver of Subrogation required
b. The following shall be applicable to all policies of insurance required herein:
1. Insurance carrier for all liability policies must have an A.M. Best Rating of
A:VIII or better.
2. Only insurance carriers licensed and admitted to do business in the State of
Texas will be accepted.
3. Liability policies must be on occurrence form. Errors and Omissions can
be on claims-made form.
Agreement for Professional Services,Page 6
4. Each insurance policy shall be endorsed to state that coverage shall not be
suspended, voided,canceled or reduced in coverage or in limits except after
thirty (30) days prior written notice by mail, return receipt requested, has
been given to the City.
5. The City, its officers, agents and employees are to be added as Additional
Insureds to all liability policies, with the exception of the Workers'
Compensation and Errors and Omissions Policies required herein.
6. Upon request and without cost to the City, certified copies of all insurance
policies and/or certificates of insurance shall be furnished to the City.
7. Upon request and without cost to the City, loss nins (claims listing) of any
and/or all insurance coverages shall be furnished to the City.
8. All insurance required herein shall be secured and maintained in a company
or companies satisfactory to the City, and shall be carried in the name of
Consultant. Consultant shall provide copies of insurance policies and
endorsements required hereunder to the City on or before the effective date
of this Agreement.
9. Indemnification and Release
CONSULTANT AGREES TO AND SHALL INDEMNIFY AND HOLD
HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS,
AND EMPLOYEES (HEREINAFTER REFERRED TO AS THE
"CITY") FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES,
DAMAGES, CAUSES OF ACTION, SUITS AND LIABILITY OF
EVERY KIND, INCLUDING ALL EXPENSES OF LITIGATION,
COURT COSTS, AND ATTORNEY'S FEES, FOR INJURY TO OR
DEATH OF ANY PERSON, FOR DAMAGE TO ANY PROPERTY OR
FOR ANY BREACH OF CONTRACT TO THE EXTENT ARISING
OUT OF OR IN CONNECTION WITH AN ACT OF NEGLIGENCE,
INTENTIONAL TORT, INTELLECTUAL PROPERTY
INFRINGEMENT, OR FAILURE TO PAY A SUBCONTRACTOR OR
SUPPLIER COMMITTED BY THE CONSULTANT OR THE
CONSULTANT'S AGENT, CONSULTANT UNDER CONTRACT, OR
ANOTHER ENTITY OVER WHICH THE CONSULTANT
EXERCISES CONTROL (COLLECTIVELY, CONSULTANT'S
PARTIES). IT IS THE EXPRESS INTENTION OF THE PARTIES
HERETO, BOTH CONSULTANT AND THE CITY, THAT THE
INDEMNITY PROVIDED FOR IN THIS PARAGRAPH IS
INDEMNITY BY CONSULTANT TO INDEMNIFY AND PROTECT
THE CITY FROM THE CONSEQUENCES OF CONSULTANT'S
Agreement for Professional Services,Page 7
PARTIES' OWN WILLFUL MISCONDUCT, JOINT OR SOLE
NEGLIGENCE AS WELL AS THE CONSULTANT'S PARTIES'
INTENTIONAL TORTS, INTELLECTUAL PROPERTY
INFRINGEMENTS, AND FAILURES TO MAKE PAYMENTS
ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT. SUCH INDEMNITY SHALL NOT APPLY,
HOWEVER, TO LIABILITY ARISING FROM THE PERSONAL
INJURY, DEATH, OR PROPERTY DAMAGE OF PERSONS THAT
IS CAUSED BY OR RESULTS FROM THE NEGLIGENCE OF ANY
PERSON OTHER THAN THE CONSULTANT'S PARTIES. IN THE
EVENT THAT ANY ACTION OR PROCEEDING IS BROUGHT
AGAINST THE CITY FROM WHICH THE CITY IS INDEMNIFIED,
CONSULTANT FURTHER AGREES AND COVENANTS TO
DEFEND THE ACTION OR PROCEEDING BY LEGAL COUNSEL
ACCEPTABLE TO THE CITY. THE INDEMNITY PROVIDED
HEREINABO'%'E SHALL SURVIVE THE TERMINATION AND/OR
EXPIRATION OF THIS AGREEMENT-, SUBJECT TO THE
LIMITATIONS IN TEXAS LOCAL GOVERNMENT CODE
SECTION 271.904 AND TEXAS CIVIL PRACTICE AND REMEDIES
CODE SECTION 130.002.
By this Agreement, the City does not consent to litigation or suit, and the City hereby
expressly revokes any consent to litigation that it may have granted by the terms of
this Agreement or any other contract or agreement, any charter, or applicable state
law. Nothing herein shall be construed so as to limit or waive the City's sovereign
immunity. Consultant assumes full responsibility for its services performed
hereunder and hereby releases, relinquishes and discharges the City, its officers,
agents, and employees from all claims, demands, and causes of action of every kind
and character, including the cost of defense thereof, for any injury to or death of any
person (whether they be either of the parties hereto, their employees, or other third
parties) and any loss of or damage to property (whether the property be that of either
of the parties hereto, their employees, or other third parties) that is caused by or
alleged to be caused by, arising out of, or in connection with Consultant's services to
be performed hereunder. This release shall apply with respect to Consultant's
services regardless of whether said claims,demands,and causes of action are covered
in whole or in part by insurance.
10. Subcontractors and Subconsultants
Consultant shall receive written approval of the City's Representative prior to the use of any
subcontractors or subconsultants. A copy of all proposed contracts with subconsultants and:or
subcontractors shall be given to the City before execution of such contracts.
Agreement for Professional Services,Page 8
11. Termination of Consultant
The City, besides all other rights or remedies it may have, shall have the right to terminate this
Agreement without cause upon written notice from the City Manager to Consultant of the City's
election to do so. Furthermore, the City may immediately and without notice terminate this
Agreement if Consultant breaches this Agreement. A breach of this Agreement shall include, but
not be limited to, the following:
(a) failing to pay insurance premiums, liens, claims or other charges;
(b) failing to pay any payments due the city, state, or federal government from
Consultant or its principals, including, but not limited to, any taxes, fees,
assessments, liens, or any payments identified in this Agreement;
(c) the institution of voluntary or involuntary bankruptcy proceeding against
Consultant;
(d) the dissolution of Consultant;
(e) refiising or failing to prosecute the Work or any separable part with the diligence
that will ensure its completion within the time specified in this Agreement;
(f) failing to complete Work within the time period specified in this Agreement; and/or
(g) the violation of any provision of this Agreement.
Upon delivery of any notice of termination required herein, Consultant shall discontinue all
services in connection with the performance of the Agreement. Within ten (10) days after receipt
of the notice of termination,Consultant shall submit a final statement showing in detail the services
satisfactorily performed and accepted and all other appropriate documentation required herein for
payment of services. At the same time that the final statement is tendered to the City, Consultant
shall also tender to the City's Representative all of Consultant's instruments of service, including
all drawings, special provisions, field survey notes, reports, estimates, and any and all other
documents or work product generated by Consultant under this Agreement, whether complete or
not, in an acceptable form and format together with all unused materials supplied by the City. No
final payment will be made until all such instruments of service and materials supplied are so
tendered.
If this Agreement is terminated for cause, Consultant shall be liable for any damage to the City
resulting therefrom. This liability includes any increased costs incurred by the City in completing
Consultant's services. The rights and remedies of the City in this section are in addition to any
other rights and remedies provided by law or under this Agreement.
12. Records
Within ten (10) days of the City's request and at no cost to the City, the City will be entitled to
review and receive a copy of all documents that indicate work on the Project that is subject to this
Agreement.
13. Supervision of Consultant
Consultant is an independent contractor, and the City neither reserves nor possesses any right to
control the details of the Work performed by Consultant under the terms of this Agreement.
Agreement for Professional Services,Page 9
14. Billing
The City shall have thirty (30) days to pay Consultant's invoices from the date of receipt of such
invoices and necessary backup information. All invoices must identify with specificity the work
or services performed and the date(s) of such work or services. In the event of a disputed or
contested invoice, the parties understand and agree that the City may withhold the portion so
contested, but the undisputed portion will be paid. Consultant shall invoice the City for work
performed no more than once a month and may not invoice the City for work not performed.
Invoices shall be received by the City no later than sixty(60)calendar days from the date Consultant
and/or its subconsultants perform the services or incur the expense. Failure by Consultant to comply
with this requirement shall result in Consultant's invoice being denied and the City being relieved
from any liability for payment of the late invoice.
15. Indebtedness
If Consultant, at any time during the term of this Agreement, incurs a debt, as the word is defined
in section 2-662 of the Code of Ordinances of the City of Baytown, it shall immediately notify the
City's Director of Finance in writing. If the City's Director of Finance becomes aware that
Consultant has incurred a debt, the City's Director of Finance shall immediately notify Consultant
in writing. If Consultant does not pay the debt within thirty (30) days of either such notification,
the City's Director of Finance may deduct fitnds in an amount equal to the debt from any payments
owed to Consultant under this Agreement, and Consultant waives any recourse therefor.
16. Verifications
If Consultant has ten (10) or more fiill-time employees and Consultant's total compensation under
this Agreement has a value of One Hundred Thousand Dollars ($100,000.00) or more, Consultant
makes the following verifications in accordance with Chapters 2271 and 2274 of the Texas
Government Code:
a. Consultant does not boycott Israel and will not boycott Israel during the term of the
contract to be entered into with the City of Baytown;
b. Consultant does not boycott energy companies and will not boycott energy companies
during the term of the contract to be entered into with the City of Baytown; and
c. Consultant does not have a practice, policy, guidance, or directive that discriminates
against a firearm entity or firearm trade association and will not discriminate during the
term of the contract against a firearm entity or firearm trade association.
17. Reputation in the Community
Consultant shall retain a high reputation in the community for providing professional
architectural engineering services. Consultant shall forward a copy of any current petition or
complaint in any court of law which (a) asserts a claim for$50,000 or more for errors or omissions
in providing architectural.engineering services and/or (b) seeks to deny Consultant the right to
practice architecture engineering or to perform any other services in the state of Texas.
18. Payroll and Basic Records
a. Consultant shall maintain payrolls and basic payroll records during the course of
the work performed under this Agreement and shall preserve them for a period of
three(3) years from the completion of the work called for under this Agreement for
all personnel working on such work. Such records shall contain the name and
address of each such employee, social security number, correct classification,
Aereement for Professional Services,Page 10
hourly rates of wages paid, daily and weekly number of hours worked, deductions
made and actual wages paid.
b. Consultant shall make the records required to be maintained under the preceding
subsection(a)of this section available at no cost to the City for inspection, copying
or transcription or its authorized representatives within fifteen (15) days of the
City's request therefor. Should the City request copies of the records, Consultant
may redact employee social security numbers and or addresses. Consultant shall
permit such representatives to interview Consultant's employees during working
hours on the job.
19. Governing Law
This Agreement has been made under and shall be governed by the laws of the State of Texas.
The parties fitrther agree that performance and all matters related thereto shall be in Harris County,
Texas.
20. Notices
Unless otherwise provided in this Agreement, any notice provided for or permitted to be given
must be in writing and delivered in person or by depositing same in the United States mail,postpaid
and registered or certified, and addressed to the party to be notified, with return receipt requested,
or by delivering the same to an officer of such party. Notice deposited in the mail as described
above shall be conclusively deemed to be effective, unless otherwise stated in this Agreement,
from and after the expiration of three (3) days after it is so deposited.
For the purpose of notice, the addresses of the parties shall be as follows unless properly changed
as provided for herein below:
For the City:
CITY OF BAYTOWN
Attn: City Manager
P. O. Box 424
Baytown, Texas 77522-0424
For Consultant:
Five Engineering, LLC
Attn: Frank L. Stephens
11200 Westheimer Rd. Ste 353
Houston TX, 77042
Each party shall have the right from time to time at any time to change its respective address
and each shall have the right to specify a new address, provided that at least fifteen (15) days
written notice is given of such new address to the other party.
21. No Third-Party Beneficiary
This Agreement shall not bestow any rights upon any third party, but rather, shall bind and benefit
Consultant and the City only. No person or entity not a signatory to this Agreement shall be
entitled to rely on Consultant's performance of its services hereunder, and no right to assert a claim
Agreement for Professional Services, Page 1 1
against Consultant by assignment of indemnity rights or otherwise shall accrue to a third party as
a result of this Agreement or the performance of Consultant's services hereunder.
22. No Right to Arbitration
Notwithstanding anything to the contrary contained in this Agreement, the City and Consultant
hereby agree that no claim or dispute between the City and Consultant arising out of or relating to
this Agreement shall be decided by any arbitration proceeding, including, without limitation, any
proceeding under the Federal Arbitration Act (9 U.S.C. Sections 1-14), or any applicable State
arbitration statute, including, but not limited to, the Texas General Arbitration Act, provided that
in the event that the City is subjected to an arbitration proceeding notwithstanding this provision,
Consultant consents to be joined in the arbitration proceeding if Consultant's presence is required
or requested by the City of complete relief to be recorded in the arbitration proceeding.
23. Waiver
No waiver by either party to this Agreement of any term or condition of this Agreement shall be
deemed or construed to be a waiver of any other term or condition or subsequent waiver of the
same term or condition.
24. Complete Agreement
This Agreement represents the entire and integrated Agreement between the City and Consultant
in regard to the subject matter hereof and supersedes all prior negotiations, representations or
agreements, whether written or oral, on the subject matter hereof. This Agreement may only be
amended by written instrument approved and executed by both of the parties. The City and
Consultant accept and agree to these terms.
25. No Assignment
Consultant may not sell or assign all or part interest in this Agreement to another party or parties
without the prior express written approval of the City Manager of such sale or assignment. The
City may require any records or financial statements necessary in its opinion to ensure such sale
or assignment will be in the best interest of the City.
26. Headings
The headings used in this Agreement are for general reference only and do not have special
significance.
27. Severability
All parties agree that should any provision of this Agreement be determined to be invalid or
unenforceable, such determination shall not affect any other term of this Agreement, which shall
continue in full force and effect.
28. Ambiguities
In the event of any ambiguity in any of the terms of this Agreement, it shall not be construed for
or against any party hereto on the basis that such party did or did not author the same.
29. Authority
The officers executing this Agreement on behalf of the parties hereby represent that such officers
have full authority to execute this Agreement and to bind the party he she represents.
Agreement for Professional Services, Page 12
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiple
copies, each of which shall be deemed to be an original, but all of which shall constitute but one
and the same Agreement on the day of , 20 the date of execution by the
City Manager of the City of Baytown.
CITY OF BAYTOWN
JASON E. REYNOLDS, City Manager
ATTEST:
ANGELA JACKSON, City Clerk
APPROVED AS TO FORM:
SCOTT LEMOND, City Attorney
CONSULTANT:
5engineering, LLC
-1 - Lite/��
(Signa e)
Kelly Humphries
(Printed Name)
Principal
(Title)
Agreement for Professional Services,Page 13
STATE OF TEXAS §
COUNTY OF HARRIS §
Before me on this day personally appeared Kelly Humphries in his/her
capacity as__ Principal of Fivenpineering, LLC ,
on behalf of such Corporation ,
® known to me;
O proved to me on the oath of ; or
D proved to me through his/her current
(description of identification card or other document issued by the federal
government or any state government that contains the photograph and signature of
the acknowledging person)
(check one)
to be the person whose name is subscribed to the foregoing instrument and acknowledged to me
that he/she executed the same for the purposes and consideration therein expressed.
SUBSCRIBED AND SWORN before me thisQ\day of ��� 20,,
Erands Albarran
Commssio028Expires Notary Pu lic in and for the State of Texas
tary ID134077050
R:\Karen Anderson\CONTRACTS TEM:PLATES\Architectural or Engineering Services Agreement Template(Fillable).docx
Agreement for Professional Services,Page 14
C,-9, � igNo. F-13748neerin EXHIBIT „A„�
11200 Westheimer Rd. #353, Houston TX 77042 1 832-800-3483 1 5e Central District WWTP 09-25-23
December 6, 2023
Danielle Cain
Associate Project Manager
City of Baytown
2123 Market Street
Baytown, TX 77520
Re: Central District Wastewater Treatment Plant-Equipment and Operations Efficiencies Project
Dear Ms. Cain,
5engineering, LLC (5e) is pleased to offer our professional engineering services to the City of Baytown
(City) for the Central District Wastewater Treatment Plant Equipment and Operations Efficiencies
project.The project is located at 1601 West Main St., Baytown,Texas 77520.5e will provide preliminary
and final design engineering services including Construction Administration services during
construction.
BACKGROUND
The Central District Wastewater Treatment Plant (WWTP) is experiencing high maintenance demands
and equipment failures in ancillary operations which need rehabilitation. It is understood that
operations would like to evaluate additional screening opportunities to reduce the ragging issues
and simplify maintenance and operations. Our approach for this project is to perform a thorough
condition assessment of the identified existing conditions with a focus on meeting the City's goals
and operations preferences for improvements.
The City of Baytown wishes to make the following improvements at the Central District WWTP:
• Ragging and debris accumulation issues are plaguing the reliable operations of the WWTP.
Operations would like to evaluate additional screening opportunities to reduce the ragging issues
and simplify maintenance and operations.
• The existing grit collection and removal system is not operating effectively. Operations would like
to repair or rehabilitate the existing equipment or evaluate alternatives to replace the existing grit
systems.
• The existing clarifiers are difficult to drain back to the head of the plant. Operations indicated that
the existing drains don't drain and would like to provide the means to effectively drain the
clarifiers and improve the safety and reliability of the clarifier operations. Operations would also
like to add spray water systems to knock down surface floatables.
• The existing quiescent basin floors are uneven and are damaging the chain and flights.
Operations would like to repair the floor and improve the reliability of the chain and flight
operations.
• The abandoned chlorine contact basins are a nuisance and take up usable land area on-site.
Operations would like to demolish the abandoned chlorine contact basins and gain back the
open land space.
• Several key gate valves do not have mechanical operators. Operations would like to install valve
actuators to improve the reliable operations of the valves.
@81 5engineering
Se BASIC SCOPE OF SERVICES
5e will provide the following basic scope of services to deliver the proposed improvements for the
Central District WWTP improvements project. Se will provide the work in the following three phases:
1. Phase I Preliminary Design: 5e will establish the goals, budget, and schedule for the project
during Phase I. Phase I will include data collection, site visits (as needed), and alternatives
analysis. Phase I services will be completed with a 30% submittal that documents the
alternatives evaluated and locks in the final design scope for the project.
2. Phase II Final Design & Bid Phase Services: 5e will prepare technical specifications, drawings,
and cost estimates for bid purposes during Phase II. Phase II will include 60%, 90%, and Bid
Ready (100%) design review cycles with the City. Phase II services will be completed with
submittal of signed and sealed bid-ready documents, and completion of the Bid Phase
Services-submittal of the bid tabulation and recommendation of award letter.
3. Phase III Construction Phase Services: 5e will provide construction administration services
consisting of progress meetings, submittal, RFI, and Pay Estimate reviews, as-needed site
inspections, and substantial / final inspections during Phase III. Phase III services will be
completed with the City's release of final payment to the Construction Contractor.
Based on these scope items, 5e will provide the following engineering services:
Task 1: Project Manaaement
a) 5e will coordinate the scope, schedule, and budget for this project, including monthly invoice
submittals. The project management services will cover all project work through the end of the
project, including construction phase services.
b) Project management tasks will include managing and coordinating project efforts including
internal QA/QC of deliverables.
Task 2: Phase I Preliminary Engineering:
The Preliminary Engineering phase will establish the existing conditions and data needs for the project,
including site visits, surveying, and geotechnical investigation. Where needed, 5e will prepare
general layout figures and cost estimates for each alternative evaluated and proposed design. The
intent is for 5e and the City to lock in the final design approach during Phase I. The preliminary cost
estimate will be a Level 4 estimate based on the Association for Advancement of Cost Engineering
(AACE) criteria. 5e will participate in monthly update meetings with City staff or provide the
equivalent update via written summary e-mail, as needed.
Survey services will be provided by a 5e subconsultant and will include the following work:
a) Topographic Survey: The topographic survey will identify surface features, site topography
and elevations of accessible subsurface utilities i.e.manholes,transmission pipes,and culverts.
Geotechnical Data: Geotechnical services will be provided by a 5e subconsultant and will include
the following services:
a) Geotechnical Investigation: Field investigation that includes one boring 20 feet deep for the
driveway construction and any possible foundation design for a stand-alone roof system.
b) Geotechnical Report: Prepare a report summarizing the results of the field investigation and
provides recommendations for the demolition and repairs of the chlorine contact basin.
Structural Forensics: Structural forensics services will be provided by a 5e subconsultant and will
include the following services:
a) Structural Forensics: Structural field investigation that includes collecting concrete cores from
each of the chlorine contact basins (x4) and forensic testing.
b) Structural Forensics Report: Prepare a summary report summarizing of field activities, test
results, and conclusions and recommendations for the repair/replacement of the basins.
Central District Wastewater Treatment Plant-Equipment and Operations Efficiencies Page 2
5engineering
Task 2 Deliverable:
Draft Geotechnical Report
30%Drawings and Cost Estimate of selected design
Task 3: Phase II Final Design:
5e will provide final design engineering services as follows:
a) Design Coordination Meetings: 5e will participate in monthly update meetings with City staff or
provide the equivalent update via written summary e-mail, as needed.
b) Progress Submittals (60%,90%& 100%): Preparation of 3 milestone deliverables including drawings,
technical specifications, and EOPCCs. The drawings will be prepared in 2D AutoCAD electronic
format. All work products will receive an in-house quality control review by a 5e professional
engineer who is experienced in completing similar projects. The final drawings, cost estimates,
and technical specifications will be signed and sealed by a professional engineer licensed in the
State of Texas.
c) Technical Specifications: 5e will prepare technical specifications associated with the design.The
City's standard specifications will be used as the starting point where possible. If standard
specifications are not available or applicable, 5e will prepare the technical specification.
d) EOPCC: Se will prepare an Engineer's Opinion of Probable Construction Costs associated with
each milestone deliverable.
e) Addressing Review Comments: Se will provide written responses to comments at each milestone
deliverable and incorporate comments into the design as appropriate.
f) Regulatory Agency Approval: 5e will coordinate with external regulatory and permitting
agencies. Documents will be submitted to the Texas Department on Environmental Quality
(TCEQ) for review and approval.
g) Building Permits, TCEQ, and Code Enforcement: 5e will submit necessary drawings and technical
specifications, design edits, and comment responses received from the City's permitting
department.
Task 3 Deliverables (in Pdf format):
Final Geotechnical Report
60% Design Drawings, Draft Technical Specifications, Level 3 EOPCC, and Comment Response Log
90% Final Design Drawings, Technical Specifications, Level 2 EOPCC, and Comment Response Log
Bid Ready Design Drawings, Technical Specifications, Level 2 EOPCC, and Comment Response Log
Task 4: Bid Phase Services:
5e will provide bidding phase services to support the City in the successful bid of the project.
Engineering services during the bid phase will be as follows:
a) 5e will provide bid documents in electronic format for electronic bid of the project on a platform
such as CivCast.
b) 5e will attend one pre-bid meeting and attend the bid opening.
c) 5e will respond to prospective bidders' requests for clarification and information in the form of
contract addenda.
d) 5e will review bid forms, check for mathematical errors and unbalanced bid items, prepare bid
tabulation, check apparent low bidder's references, and prepare Engineer's Recommendation
Award letter.
e) Se will produce and deliver to the City five (5) sets of conformed plans and project manuals
required for City's signatures.
f) 5e will attend a City Council Meeting if needed to address questions regarding the construction
contract award recommendation.
Central District Wastewater Treatment Plant-Equipment and Operations Efficiencies Page 3
5engineering
Task 4 Deliverables:
Electronic Bid Documents
Bid Tabulation and Award Recommendation
Conformed Construction Documents-Hard Copies
Task 5: Phase III-Construction Phase Services:
Se will provide construction phase services to support the City during construction of the project as
follows:
a) 5e will attend one pre-construction meeting, as needed.
b) 5e will attend bi-monthly construction progress meetings, as needed, the budget assumes up to
a 12-month construction schedule, resulting in approximately twenty progress meetings over the
course of the construction.
c) Se will review and respond to submittals and resubmittal as required by project specifications.
d) 5e will review and respond to RFI's related to the relevant portion of its design.
e) 5e will attend one substantial completion walk-through and one final completion walk-through,
as needed.
f) 5e will prepare record drawings as needed for the relevant portion of its design.
Task 5 Deliverables:
Submittal& RFI Responses, Punch List Inspection Results, Record Drawings
SERVICES PROVIDED BY BAYTOWN
• Provide available reports, as-built drawings, GIS maps, plat and/or property boundary surveys,
flow data, pipe inspection video, or photographs associated with the project.
• Facilitate site access for on-site services including survey and geotech.
• Provide review comments from the City of milestone submittals in a timely manner.
The fee for performing the above scope of services, including other direct costs (such as mileage) is
approximately $696,646.00 broken down as follows.
I Task Description Fee Contract Type::]
1.0 Project Management $ 38,056.00
2.0 Preliminary Engineering $167,197.00 Lump Sum
3.0 Final Design Services $371,758.00
4.0 Bid Phase Services 23,819.00 Time & Materials
5.0 Construction Phase Services $ 95,816.00 Time & Materials
Total Project Fee $696,646.00
The tasks will be contracted as shown with not to exceed fee totals for each phase. We will invoice
monthly as work progresses over the course of the project.
Please feel free to call me at 713-823-7184 or email me at fstephens ti 5engineerina.com with any
comments or questions. We look forward to working with you on this endeavor.
Sincerely,
"rankL. hens .E.
Project Principal
Central District Wastewater Treatment Plant -Equipment and Operations Efficiencies Page 4
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