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Ordinance No. 16,425 (Item 8.f.) ORDINANCE NO. 16,425 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS, AUTHORIZING A PROFESSIONAL SERVICES AGREEMENT WITH FREESE AND NICHOLS, INC. FOR FIRE STATION 2 REPLACEMENT PROJECT;AUTHORIZING PAYMENT BY THE CITY OF BAYTOWN IN AN AMOUNT NOT TO EXCEED SIX HUNDRED THIRTY-FOUR THOUSAND NINE HUNDRED THIRTY-THREE AND NO/100 DOLLARS ($634,933.00); MAKING OTHER PROVISIONS RELATED THERETO; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. 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 Freese and Nichols, Inc. for Fire Station 2 Replacement 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 Freese and Nichols, Inc. in an amount not to exceed SIX HUNDRED THIRTY-FOUR THOUSAND NINE HUNDRED THIRTY-THREE AND NO/100 DOLLARS ($634,933.00) 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 ($50,000.00)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 the affirmative vote of the City C uncil of the City of Baytown this the 12"'day of March, 2026. apF�pYTAybr�,l CH ES JOI4NS ayor A ST: �;• •;1% V; •;N a Y ANGEL N, l rk °•• P FpF� APPROVED S TO ORM: SCOTT LE OND, City Attorney R•\Ordinances and Resolutions\Ordinance Drafts\2026-03-12\Ordinance Approving PSA with Freese and Nichols for Fire Station 2 Replacement Project.vh docx EXHIBIT A AGREEMENT FOR CONSULTING SERVICES STATE OF TEXAS § COUNTY OF HARRIS § This Agreement (this "Agreement") is entered into by and between Freese and Nichols Inc. (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 a. This Agreement authorizes Consultant to perform Construction Management and Construction Inspection services for the Fire Station 2 Replacement Project (the "Work") for and on behalf of the City as specified in the Scope of Work attached as Exhibit"A." b. This Agreement shall commence on the date of execution by the City Manager or his designee and (if not terminated in accordance with paragraph 10) 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 or his designee,allowing for up to number of renewals (spelled out) annual renewals; ❑ 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 or his designee, allowing for up to number of renewals (spelled out) annual renewals. C. The scope of the Work is detailed in Exhibit "A." d. The compensation and professional fees are detailed in Exhibit`B." e. The time schedules for the Work are specified in Exhibit "C." f. 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: Agreement for Consulting Services,Page I i. Construction Managent and Construction Inspection Services.$634,933.00 ii. N/A........................................................................................................$0.00 tti. N/A........................................................................................................$0.00 iv. N/A........................................................................................................$0.00 V. N/A................................................................................$0.00 vi. Total Not to Exceed..................................................................$634,933.00 b. 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 office to meetings at the City or jobsite only if Consultant does not have a local office within a fifty (50) mile radius of Baytown. 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 has been approved in writing by the City. d. Disallowed Expenses If Consultant has an office in Harris or Chambers Counties, Texas, Disallowed Expenses shall include travel expenses for professionals traveling into Harris or Chambers Counties from Consultant's offices outside of Harris or Chambers Counties. e. 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. f. 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. Agreement for Professional Services,Page 2 revised 2.19.2026 3. Personnel of Consultant a. Consultant's Project Manager Consultant shall designate Matthew Cartwright, P.E., 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. b. Licensed and Registered Engineers Consultant shall keep full-time registered engineer 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. 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 Director of Public Works and Engineering or his/her 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 use. 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 Agreement for Professional Services,Page 3 revised 2.19.2026 deficiencies therein. Consultant shall correct such deficiencies without additional compensation. 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 requestor for Work is made by the City. ii. 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 rules and regulations. iii. The codes and standards used in the profession set forth minimum requirements.These may be exceeded by the Consultant if superior methods are available for successful completion of the Work. 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. iv. 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 further 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 contract will be pursuant to the standard of performance common in the profession. V. 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 acceptable to the City. City shall be in receipt of record drawings, if applicable, prior to final payment. 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. 7. 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 Asreement for Professional Services,Page 4 revised 2.19.2026 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 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: i. 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. ii. Business Automobile Policy ■ Combined Single Limits: $1,000,000 ■ Coverage for "Any Auto" ■ Waiver of Subrogation required. iii. Errors and Omissions ■ Limit: $1,000,000 for this project ■ Claims-made form is acceptable ■ Coverage will be in force for one (1) year after completion of the Project. ■ Waiver of Subrogation required. iv. 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. Aereement tbi-Professional Services,Page 5 revised 2.19.2026 i. Insurance carrier for all liability policies must have an A.M. Best Rating of ANIII or better. ii. Only insurance carriers licensed and admitted to do business in the State of Texas will be accepted. iii. Liability policies must be on occurrence form. Errors and Omissions can be on claims-made form. iv. 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. V. 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. vi. 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. vii. Upon request and without cost to the City, loss runs (claims listing) of any and/or all insurance coverages shall be furnished to the City. viii. 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. 8. 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 PROFESSIONAL OR THE Aereement for Professional Services,Page 6 revised 2.19.2026 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 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 HEREINABOVE SHALL SURVIVE THE TERMINATION AND/OR EXPIRATION OF THIS AGREEMENT. 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 Contract 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. Agreement for Professional Service sa Page 7 revised 2.19.2026 9. 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. 10. 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 or his designee 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) refusing 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. 11. 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. Amement for Professional Services, Page 8 revised 2.19.2026 12. 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. 13. 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. The City shall pay Consultant the maximum rate permitted by Chapter 2251 of the Texas Government Code on any past due payment not received within thirty(30) days after the payment due date. In accordance with § 2251.043, in a formal administrative or judicial action to collect an invoice payment or interest due under this chapter, the opposing party, which may be the City or Consultant, shall pay the reasonable attorney fees of the prevailing party. 14. 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 funds in an amount equal to the debt from any payments owed to Consultant under this Agreement, and Consultant waives any recourse therefor. 15. Verifications If Consultant has ten(10)or more full-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. the 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. the 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. the Consultant does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association and will not g Y discriminate during the term of the contract against a firearm entity or firearm trade association. Agreement for Professional Services,Page 9 revised 2.19.2026 16. Governing Law This Agreement has been made under and shall be governed by the laws of the State of Texas. The parties further agree that performance and all matters related thereto shall be in Harris County, Texas. 17. 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: Freese and Nichols, Inc. Attn: Matthew Cartwright, P.E. 10497 Town and Country Way,Suite 500 Houston, Tx 77024 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. 18. 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 Professional's performance of its services hereunder, and no right to assert a claim against Professional by assignment of indemnity rights or otherwise shall accrue to a third party as a result of this Agreement or the performance of Professional's services hereunder. 19. 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. Agreement for Professional Services,Page 10 revised 2.19.2026 20. 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. 21. 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,either 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. 22. 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 or his designee 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. 23. Headings The headings used in this Agreement are for general reference only and do not have special significance. 24. 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. 25. 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. 26. 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 11 revised 2.19.2026 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 or his designee of the City of Baytown. CITY OF BAYTOWN (Signature) (Printed Name) (Title) ATTEST: ANGELA JACKSON, City Clerk APPROVED AS TO FORM: (Signature) (Printed Name) (Title) Agreement for Professional Services,Page 12 revised 2.19.2026 CONSULTANT: FREESE AND NICHOLS, INC. (Signature) (Printed Name) (Title) STATE OF T)(66 § COUNTY OF HO Y 6 S § Before me on this day personally appeared M U�N (LA Y A UJ Y g ht in his/her capacity as V 1CC Py-e5 �flfi— , on behalf of such FV f CSC CG VICc ► 1 1 ( V 16lS ❑ known to me; ❑ proved to me on the oath of ; or Le"' proved to me through his/her current T-e)((.��Y l V e V i l [.e r1 S P (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 this __q__ day of M a YC h 20i�> •Rr_°Le ANGIE HEREDIA Notary Public in and for the State of Tex��j �''' \'o Public �1 STATF OF TFXAS •E� '.e*° Notary 10*135624834 Mr Ccmm EXD Jay 21 2029 1 R:Scott ContractsTrofesslonal Services Template-Non Grant.docx Agreement for Professional Services,Page 13 revised 2.19.2026 EXHIBIT A - Scope of Work SCOPE OF SERVICES AND RESPONSIBILITIES OF CLIENT PROJECT UNDERSTANDING • The City of Baytown has requested a scope of services to provide Construction Management and Inspection of their new 15,000 SF Fire Station located at 2505 Market Street and site improvements. • The services requested are 13 Months of part-time Construction Management and 12.S months of full-time Construction Inspection services. Construction material testing will be performed by others under separate contract with the City and overseen by FNI as described herein. ARTICLE I BASIC SERVICES: FNI shall render the following professional services in connection with the development of the Project: A. CONSTRUCTION MANAGEMENT: Upon completion of the bid phase, FNI will proceed with the performance of construction phase services as described below. In performing these services, it is understood that FNI does not guarantee the Contractor's performance, nor is FNI responsible for the supervision of the Contractor's operation and employees. FNI shall not be responsible for the means, methods, techniques, sequences, or procedures of construction selected by the Contractor, or any safety precautions and programs relating in any way to the condition of the premises, the work of the Contractor or any Subcontractor. FNI shall not be responsible for the acts or omissions of any person (except its own employees or agents) at the Project site or otherwise performing any of the work of the Project. These services are based on the use of FNI's standard General Conditions for construction projects. Modifications to these services required by use of other general conditions or contract administration procedures are an additional service. If General Conditions other than FNI's standard are used, the Client agrees to include provisions in the General Conditions that require Contractor to include FNI: (1) as an additional insured and in any waiver of subrogation rights with respect to such liability insurance purchased and maintained by Contractor for the Project (except workers' compensation and professional liability policies); and (2) as an indemnified party in the Contractor's indemnification provisions where the Client is named as an indemnified party 1. Assist Client in conducting preconstruction conference(s) with the Contractor(s), FNI shall schedule, lead, and document all preconstruction and construction-phase meetings. Review construction schedules prepared by the Contractor(s) pursuant to the requirements of the construction contract and prepare a proposed estimate of monthly cash requirements of the Project from information provided by the Construction Contractor. 2. Establish communication procedures with the Client and contractor. FNI shall schedule, prepare agendas for, conduct, and document all construction-related meetings, including progress meetings, coordination meetings, and special issue meetings. Meeting agendas shall be distributed in advance, and meeting minutes shall follow each meeting. Submit monthly reports of construction progress. Reports will describe construction progress in general terms and summarize project costs, construction schedule and pending and approved contract modifications, action items, and critical issues. SC-1 3. Establish and maintain a project documentation system in the City's PROCORE system consistent with the requirements of the construction contract documents. Monitor the processing of contractor's submittals and provide for filing and retrieval of project documentation. FNI shall actively manage and enforce submittal schedules, track overdue submittals, and follow up with the Contractor to prevent schedule impacts. Produce monthly reports indicating the status of all submittals in the review process. Review contractor's submittals, including, requests for information, modification requests, shop drawings, schedules, and other submittals in accordance with the requirements of the construction contract documents for the projects. Monitor the progress of the contractor in sending and processing submittals to see that documentation is being processed in accordance with schedules. 4. Based on FNI's observations as an experienced and qualified Construction Manager and review of the Payment Requests and supporting documentation submitted by Contractor, determine the amount that FNI recommends Contractor be paid on monthly and final estimates, pursuant to the General Conditions of the Construction Contract. 5. Provide part-time on-site Construction Management and full-time on-site Inspection services for the duration of construction. Part-Time shall be defined as fifteen (15) hours per week and Full- time shall be defined as forty (40) hours per week for a minimum of 13 months, excluding holidays, with additional hours as requested by the City or as required by construction activities to observe the progress and the quality of work and to attempt to determine in general if the work is proceeding in accordance with the Construction Contract Documents. FNI will report any observed defects or deficiencies in the work to Client. Visits to the site in excess of the specified number are an Additional Service. 6. Notify the Client of non-conforming work observed on site visits. Review quality related documents provided by the contractor such as test reports, equipment installation reports or other documentation required by the Construction contract documents. 7. Assist in Coordination of the work of testing laboratories and inspection bureaus required for the testing or inspection of materials, witnessed tests, factory testing, etc. for quality control of the Project. The cost of such quality control testing will be the responsibility of the Client. Construction materials testing shall be performed by others under separate contract with the City. FNI shall oversee and manage testing activities, review test reports for completeness and compliance, track deficiencies, and ensure corrective actions are implemented. 8. FNI will coordinate with the Design Professional to Interpret the drawings and specifications for Client and Contractor(s). 9. Establish procedures for administering constructive changes to the construction contracts. Process contract modifications and negotiate with the contractor on behalf of the Client to determine the cost and time impacts of these changes. Prepare change order documentation for approved changes for execution by the Client and coordinate with the Design Professional. Documentation of field orders, where cost to Client is not impacted, will also be prepared. Investigations, analyses, studies, or design for substitutions of equipment or materials, corrections of defective or deficient work of the contractor or other deviations from the construction contract documents requested by the contractor and approved by the Client are an additional service. SC-2 10. Prepare documentation for contract modifications required to implement modifications in the design of the project. Receive and evaluate notices of contractor claims and make recommendations to the Client on the merit and value of the claim on the basis of information submitted by the contractor or available in project documentation. Attempt to negotiate a settlement value with the Contractor on behalf of the Client if appropriate. Providing these services to review or evaluate construction contractor(s) claim(s), supported by causes not within the control of FNI are an additional service. 11. Conduct, in company with Client's representative and design professionals, a final review of the Project for conformance with the design concept of the Project and general compliance with the Construction Contract Documents. Prepare a list of deficiencies to be corrected by the contractor before recommendation of final payment. FNI shall lead and manage the punch list process,track completion of deficiencies, and coordinate final inspections. FNI shall prepare a complete closeout package for City acceptance prior to recommendation of final payment. Assist the City in obtaining warranties, spare parts, and keys from the contractor. Review and comment on the certificate of completion and the recommendation for final payment to the Contractor(s). (Bill Services by the hour) 12. Coordinate with the design professional the revision of the construction drawings in accordance with the information furnished by construction Contractor(s) reflecting changes in the Project made during construction. 13. Furniture, Fixtures, and Equipment (FF&E) Procurement and Management FNI shall provide full management of Furniture, Fixtures, and Equipment (FF&E) procurement that is not included in the construction contract, utilizing the City's allotted FF&E budget. These services shall include, but not be limited to: 1. Development and maintenance of an FF&E procurement schedule 2. Coordination with City staff and end users to confirm FF&E requirements 3. Vendor coordination and procurement assistance 4. Coordination of delivery, storage, staging, and installation S. Inspection of FF&E upon delivery for damage, completeness, and compliance 6. Warranty, manual, and maintenance documentation collection 7. Coordination of repair or replacement of damaged or deficient FF&E 8. Integration of FF&E installation with construction completion and move-in readiness FF&E services shall be considered part of Basic Services and shall not be considered an Additional Service. 14. Final operational readiness walkthrough: Commissioning support, operational turnover; Warranty walk-through at 11 months SC-3 B. Construction Inspection: Duties and Responsibilities of Construction Inspection: 1. Schedules: Review the progress schedule, schedule of Shop Drawing submittals and schedules of values prepared by Contractor and consult with Construction Manager concerning acceptability. 2. Conferences and Meetings: Attend meetings with Contractor, such as preconstruction conferences, progress meetings, job conferences, and other project-related meetings, and prepare and circulate copies of minutes thereof. 3. Liaison: a. Serve as Design professionals and Construction Manager's liaison with Contractor,working principally through Contractor's superintendent and assist in understanding the intent of Contract Documents; and assist Construction Manager in serving as Client's liaison with Contractor when Contractor's operations affect Client's on-site operations. b. Assist in obtaining from Client additional details or information, when required for proper execution of the Work. 4. Shop Drawings and Samples: a. Record date of receipt of Shop Drawings and Samples. b. Receive Samples which are furnished at the Site by Contractor and notify design professional of availability of Samples for examination. c. Advise Construction Manager and Contractor of the commencement of any Work requiring a Shop Drawing or Sample if the submittal has not been approved by Design Professional. S. Review of Work, Rejection of Defective Work, Inspections and Tests: a. Conduct on-site observations of the Work in progress to determine if the Work is in general proceeding in accordance with the Contract Documents. b. Report to Construction Manager whenever Resident Project Representative believes that any Work will not produce a completed Project that conforms generally to the Contract Documents or will prejudice the integrity of the design concept of the completed Project as a functioning whole as indicated in the Contract Documents, or has been damaged, or does not meet the requirements of any inspection, test or approval required to be made; and advise Construction Manager of Work the Construction Inspector believes should be corrected or rejected or should be uncovered for observation, or requires special testing, inspection or approval. c. Verify that tests,equipment and systems start-up and operating and maintenance training are conducted in the presence of appropriate personnel, and the Contractor maintains adequate records thereof; and observe record and report to Construction Manager appropriate details relative to the test procedures and start-ups. SC-4 d. Accompany visiting inspectors representing public or other agencies having jurisdiction over the Project, record the results of these inspections and report to Construction Manager. 6. Interpretation of Contract Documents: Report to Construction Manager when clarifications and interpretations of the Contract Documents are needed and transmit to Contractor clarifications and interpretations as issued by design professional. 7. Request for Revisions: Consider and evaluate Contractor's suggestions for revisions to Drawings or Specifications and report with Construction Inspector's recommendations to Construction Manager. Transmit to Contractor in writing decisions as issued by design professional. 8. Records: a. Maintain at the job site orderly files for correspondence, reports of job conferences, Shop Drawings and Samples, reproductions of original Contract Documents, including all Work Change Directives, Addenda, Change Orders, Field Orders, Written Amendments, additional Drawings issued subsequent to the execution of the Contract, design professional's clarifications and interpretations of the Contract Documents, progress reports, submittals and correspondence received from and delivered to Contractor and other Project related documents. 9. Reports: a. Furnish to Construction Manager periodic reports as required of progress of the work and of Contractor's compliance with the progress schedule and schedule of Shop Drawings and Sample submittals. b. Consult with Construction Manager in advance of scheduled major tests, inspections or start of important phases of the Work. c. Draft proposed Written Amendments, Change Orders and Work Change Directives, obtaining backup material from Contractor and recommend to Construction Manager Written Amendments, Change Orders, Work Change Directives, and Field Orders. d. Report immediately to Client the occurrence of any accident. 10. Payment Requests: Review Applications for Payment with Contractor for compliance with the established procedure for their submission and forward with recommendations to Client, noting particularly the relationship of the payment requested to the schedule of values, Work completed and materials and equipment at the Site but not incorporated in the Work. 11. Certificates, Maintenance and Operation Manuals: During the course of the Work, verify that certificates, maintenance and operation manuals and other data required to be assembled and furnished by Contractor are applicable to the items actually installed and in accordance with the Contract Documents, and have this material delivered to design professional for review and forwarding to Client prior to final payment for the Work. 12. Completion: SC-5 a. Before Construction Manager issues a Certificate of Substantial Completion, submit to Contractor a list of observed items requiring completion or correction. b. Observe whether Contractor has performed inspections required by laws or regulations, ordinances, codes, or order applicable to the Work, including but not limited to those to be performed by public agencies having jurisdiction over the Work. c. Conduct a final inspection in the company of Construction Manager, Design Professional, Client, and Contractor and prepare a final list of items to be completed or corrected. d. Observe whether all items on final list have been completed or corrected and make recommendations to Construction Manager concerning acceptance. C. Limitations of Authority of Resident Project Representative: 1. Shall not authorize any deviation from the Contract Documents or substitution of materials or equipment (including "or-equal" items), unless authorized by Construction Manager. 2. Shall not exceed limitations of Construction Manager's authority as set forth in Agreement or the Contract Documents. 3. Shall not undertake an of the responsibilities of Contractor Subcontractor Suppliers, or Y p pp , Contractor's superintendent. 4. Shall not advise on, issue directions relative to or assume control over any aspect of the means, methods, techniques, sequences, or procedures of construction unless such advice or directions are specifically required by the Contract Documents. 5. Shall not advise on, issue directions regarding or assume control over safety precautions and programs in connection with the Work or any activities or operations of Client or Contractor. 6. Shall not accept shop drawing or sample submittals from anyone other than the Contractor. 7. Shall not participate in specialized field or laboratory tests or inspections conducted by others, except as specifically authorized by Construction Manager. ARTICLE II SPECIAL SERVICES: FNI shall render the following professional services, which are not included in the Basic Services described above, in connection with the development of the Project: 1. No special services are identified at this time. ARTICLE III ADDITIONAL SERVICES: Any services performed by FNI that are not included in the Basic Services or Special Services described above are Additional Services. Additional Services to be performed by FNI, if authorized by Client, are described as follows: A. Efforts beyond the durations identified in this agreement. SC-6 ARTICLE IV If FNI's services are delayed through no fault of FNI, FNI shall be entitled to adjust contract schedule consistent with the number of days of delay.These delays may include but are not limited to delays in Client or regulatory reviews, delays on the flow of information to be provided to FNI, governmental approvals, etc. These delays may result in an adjustment to compensation as outlined on the face of this Agreement and in Attachment CO. ARTICLE V RESPONSIBILITIES OF CLIENT: Client shall perform the following in a timely manner so as not to delay the services of FNI: A. Client recognizes and expects that change orders may be required to be issued during construction. The responsibility for the costs of change orders will be determined on the basis of applicable contractual obligations and professional liability standards. FNI will not be responsible for any change order costs due to unforeseen site conditions, changes made by or due to the Client or Contractor, or any change order costs not caused by the negligent errors or omissions of FNI. Nothing in this provision creates a presumption that, or changes the professional liability standard for determining if, FNI is liable for change order costs. It is recommended that the Client budget a minimum of 5%for new construction and a minimum of 10% for construction that includes refurbishing existing structures. B. Designate in writing a person to act as Client's representative with respect to the services to be rendered under this Agreement. Such person shall have contract authority to transmit instructions, receive information, interpret and define Client's policies and decisions with respect to FNI's services for the Project. C. Provide all criteria and full information as to Client's requirements for the Project, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations; and furnish copies of all design and construction standards which Client will require to be included in the drawings and specifications. D. Assist FNI by placing at FNI's disposal all available information pertinent to the Project including previous reports and any other data relative to design or construction of the Project. E. Arrange for access to and make all provisions for FNI to enter upon public and private property as required for FNI to perform services under this Agreement. F. Examine all studies, reports, sketches, drawings, specifications, proposals and other documents presented by FNI, obtain advice of an attorney, insurance counselor and other consultants as Client deems appropriate for such examination and render in writing decisions pertaining thereto within a reasonable time so as not to delay, or cause rework in,the services of FNI. SC-7 G. Furnish approvals and permits from all governmental authorities having jurisdiction overt he Project and such approvals and consents from others as may be necessary for completion of the Project. H. Client shall make or arrange to have made all subsurface investigations, including but not limited to borings, test pits, soil resistivity surveys, and other subsurface explorations. Client shall also make or arrange to have made the interpretations of data and reports resulting from such investigations. All costs associated with such investigations shall be paid by Client. I. Provide such accounting, independent cost estimating and insurance counseling services as may be required for the Project, such legal services as Client may require or FNI may reasonably request with regard to legal issues pertaining to the Project including any that may be raised by Contractor(s),such auditing service as Client may require to ascertain how or for what purpose any Contractor has used the moneys paid under the construction contract, and such inspection services as Client may require to ascertain that Contractor(s) are complying with any law, rule, regulation, ordinance, code or order applicable to their furnishing and performing the work. J. Attend the pre-bid conference, bid opening, preconstruction conferences,construction progress and other job-related meetings and substantial completion inspections and final payment inspections. K. Give prompt written notice to FNI whenever Client observes or otherwise becomes aware of any development that affects the scope or timing of FNI's services, or any defect or nonconformance of the work of any Contractor. L. Furnish, or direct FNI to provide, Additional Services as stipulated in Attachment SC, Article III of this Agreement or other services as required. M. Bear all costs incident to compliance with the requirements of this Article V. ARTICLE VI DESIGNATED REPRESENTATIVES: FNI and Client designate the following representatives: Client's Designated Representative— [Name and contact information] Client's Accounting Representative— [Name and contact information] FNI's Designated Representative— [Name and contact FNI's Accounting Representative— [Name and contact information] SC-8 Freese and Nichol, cxrllbl I b - uompensauon ana rroresslonai tees .Ins Project Fee Summary Baytown Fire Station CM&I Basic Services 2/17/2026 Special Services S - Detailed Cost Breakdown Additional Services S - Total Project $ 634,933 Tasks I L.Wor Expenses Total Men Cernwpnt un.rrut tier, Inspfclur Cnuik Cim4n �xnnAn Snew BST Task(for Basic.Special M'"4'"" Total Labor Total Expense Project Setup) or Additional Task Task Description SA PMICM RPR oc OA Total Hours Effort ALles Effort Total Effort $320 5229 $146 $377 Ps0 S - $ 5 Project Management $ - $ - 5 - Internpl kc1k9ff meyting 1 1 1 3 S 695 $ S 695 V.r1tt and mon0pr scope/schedule/budget 13 _ 13 S 2,977 S - S 2,977 One Page RPQorls/PeriQgpchenl communications 13 13 S 2,977 S - S 2.977 itorporate Support(Operations Analyst) 13 13 S 1,950 S - S 1,950 Project iloseout 2 2 4 $ 758 _ $ - $ 758 S S 5 - S S S Quality Management S - S - $ - Jevelop quality management plan 1 1 S 229 _ $ - S 229 Senior Advisor 134 134 $ 42.880 _ S - S 42,880 Qu4ti)y Fonirpt reviews 6 6 S 1,374 $ - $ 1.374 Quality 3 3 6 $ 1,818 _ 5 - $ 1,818 S S 5 - Construction Management S - 5 - $ - On-Site Construction Management(15 HPW at 13 Months) $ - 4,880 S 3.538 5 3.538 Pre-Construction Meg)inq 3 3 S 687 S - 5 687 Zlnsite GQnstruction Phase Meetings 52 52 $ 11.908 S - S 11.908 Contract Administration/Document Coordination/PMIS 208 208 5 47.632 5 - S 47.632 &mmuncations 156 156 5 35.724 $ - $ 35.724 Submittal&01 GQordinalion,Review,&Follow-Up 4A 208 $ 47.632 $ - S 47,632 Pay Estimate Reviyyy&Processing 39 $ 8.931 $ - S 8.931 Change Management Coodination.Review,&Processing 3Q 30 $ 6.870 S - 5 6,870 Material Testinq Coordination 78 $ 17,862 $ - $ 17,862 Preliminaty-Walkthrough(Punchlist 8 8 $ 1.832 S - 5 1,832 S, I jjjpn-Walkthrough/Punchlist 19 i 16 $ 3.664 S - S 3,664 Fidnap�Inspection-Walkthrough B 6 5 1.374 5 - S 1,374 ♦{FE Coprdination 173 S 39,617 1,877 S 1.361 S 40.978 Project Closeout Package , 40 S 9,160 S - S 9,160 Warranty Walk/Onspection&Reporting 40 40 S 9,160 S 129 S 9,289 $ - $ - $ - --_ --- S - _ $ - $ Construction Inspection S - On-Site Construction Inspection(40 HPW at 12.5 Months) 2.160 2.160 S 315,360 _ 23,220 5 16.835 S 332.195 S 5 S $ 5 S S 5 S - S $ S S $ $ $ $ 5 S $ S S $ S $ $ $ S $ S Total Hours/Quantity 135 1.096 2,161 3 15 - 3.410 30,155 Total Effort $ 43.200 $ 250,984 $ 315,506 $ 1,131 $ 2.250 $ - $ 613,071 $ 21.862 $ 21,862 $ 634,933 1 of 1 https ufreese-my sharepoint cormpersonal/$colt_nevotti_freese_com/Documents/Desktop/Proposals&Projects Not yet Set-Up/Baytown Fire Sta/Freese and Nichols Fee Spreadsheet(Revised) 2 1 r 202. EXHIBIT C - SCHEDULE Time schedule for part-time construction management and full-time inspection services is for twelve (12) months to achieve Substantial Completion and thirteen (13) months to achieve Final Completion, commencing on the date specified in the notice to proceed for Construction.