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Ordinance No. 12,745ORDINANCE NO. 12,745 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS, AUTHORIZING AND DIRECTING THE CITY MANAGER TO EXECUTE AND THE CITY CLERK TO ATTEST TO A PROFESSIONAL SERVICES AGREEMENT WITH HDR ENGINEERING, INC., FOR ENGINEERING SERVICES ASSOCIATED WITH THE GARTH ROAD LIFT STATION PROJECT; AUTHORIZING PAYMENT BY THE CITY OF BAYTOWN IN AN AMOUNT NOT TO EXCEED TWO HUNDRED FIFTY -TWO THOUSAND FIVE HUNDRED AND N01100 DOLLARS ($252,500.00); 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 HDR Engineering, Inc., for engineering services associated with the Garth Road Lift Station Project. A copy of the agreement is attached hereto, marked Exhibit "A," and made a part hereof for all intents and purposes. Section 2: That the City Council of the City of Baytown authorizes payment to HDR Engineering, Inc., in an amount not to exceed TWO HUNDRED FIFTY -TWO THOUSAND FIVE HUNDRED AND NO /100 DOLLARS ($252,500.00) for engineering 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, provided that the amount authorized in Section 2 hereof may not be increased by more than twenty -five percent (25 %). Section 4: This ordinance shall take effect immediatelyfam and after its passage by the City Council of the City of Baytown. INTRODUCED, READ and PASSED by the affirmative to of the City Council of the City of Baytown this the 11 Ph day of December, 2014. A A BRYSCH, City APPROVED AS TO FORM: ACIO RAMIREZ, SR., �gp,YTQ WN-+, /L�", Off( .rrr•••e °•• T� � • � 'SAP v• � s • s Yf • b tr ° DONCARLOS, RnKaren %Files,City CounciLOrdinances\2014 December l IW uthorizeHDRProfessionalServicesAgreement4GarthRoadLiftStationProject .doc Exhibit "A" STANDARD FORM OF AGREEMENT BETWEEN OWNER AND ENGINEER FOR PROFESSIONAL SERVICES THIS AGREEMENT effective as of the day of , 2014 ( "Effective Date "). Between The City of Baytown ( "OWNER ") and HDR ENGINEERING, INC. ( "ENGINEER"). OWNER intends to engage ENGINEER to perform engineering services related to design and associated services for the Garth Road Lift Station Project (the "Project ") for and on behalf of the OWNER. The Project is located next to the City of Baytown Fire Station No. 1 at 4723 Garth Road, approximately 400 -ft south of the West Cedar Bayou Lynchburg Road and Garth Road intersection, and it is accessible from Garth Road. With the goal of accommodating the anticipated commercial growth in the lift station service area, the Project will entail the expansion of the capacity of the Garth Road Lift Station by increasing the wet well capacity and replacing the two dry pit centrifugal pumps with three to four submersible pumps to handle the anticipated flow in the future. ENGINEER'S services shall include topographical survey, utility research, geotechnical investigation, final design, bid phase and construction phase services in support of the Project. OWNER and ENGINEER in consideration of their mutual covenants as set forth herein agree as follows: Standard Form of Agreement Between Owner and Engineer for Professional Services Page 1 of 12 TABLE OF CONTENTS Page ARTICLE1 - SERVICES OF ENGINEER ......................................................................................... ............................... 3 1.01 Scope .................................................................................................................................. ............................... 3 ARTICLE 2 - OWNER'S RESPONSIBILTTIES .................................................................................. ............................... 3 2.01 General ................................................................................................................................ ............................... 3 ARTICLE 3 - TIMES FOR RENDERING SERVICES ....................................................................... ............................... 3 3.01 General ................................................................................................................................ ............................... 3 3.02 Suspension .......................................................................................................................... ............................... 3 ARTICLE 4 - PAYMENTS TO ENGINEER ....................................................................................... ............................... 3 4.01 Methods of Payment for Services and Reimbursable Expenses of Engineer .................... ............................... 3 4.02 Other Provisions Concerning Payments ............................................................................. ............................... 3 ARTICLE5 - OPINIONS OF COST .................................................................................................... ............................... 4 5.01 Opinions of Probable Construction Cost ........................................................................... ............................... 4 5.02 Designing to Construction Cost Limit ............................................................................... ............................... 4 5.03 Opinions of Total Project Costs ........................................................................................ ............................... 4 ARTICLE 6 - GENERAL CONSIDERATIONS .................................................................................. ............................... 4 6.01 Standards of Performance .................................................................................................. ............................... 4 6.02 Authorized Project Representatives ................................................................................... ............................... 5 6.03 Design without Construction Phase Services ..................................................................... ............................... 5 6.04 Use of Documents .............................................................................................................. ............................... 5 6.05 Insurance ............................................................................................................................. ............................... 6 6.06 Termination ........................................................................................................................ ............................... 6 6.07 Controlling Law .................................................................................................................. ............................... 7 6.08 Successors, Assigns, and Beneficiaries .............................................................................. ............................... 7 6.09 Dispute Resolution ............................................................................................................. ............................... 7 6.10 Hazardous Environmental Condition ................................................................................. ............................... 7 6.11 Allocation of Risks .............................................................................................................. ..............................7 6.12 Notices ...................................................................................................................... ............................... . ..... 7 6.13 Survival ............................................................................................................................... ............................... 8 6.14 Severability ......................................................................................................................... ............................... 8 6.15 Waiver ................................................................................................................................ ............................... 8 6.16 Headings ............................................................................................................................. ............................... 8 ARTICLE7 - DEFINITIONS ............................................................................................................... ............................... 8 7.01 Defined Terms ................................................................................................................... ............................... 8 ARTICLE 8 - E7{HIBITS AND SPECIAL PROVISIONS ................................................................ ............................... 11 8.01 Exhibits Included .............................................................................................................. ............................... 11 8.02 Total Agreement ................................................................................................................. .............................11 Standard Form of Agreement Between Owner and Engineer for Professional Services Page 2 of 12 ARTICLE 1- SERVICES OF ENGINEER 1.01 Scope A. ENGINEER shall provide the Basic and Additional Services set forth herein and in Exhibit A. B. Upon this Agreement becoming effective, ENGINEER is authorized to begin Basic Services as set forth in Exhibit A. C. (Not Used). ARTICLE 2 - OWNER'S RESPONSIBILITIES 2.01 General A. OWNER shall have the responsibilities set forth herein and in Exhibit B. ARTICLE 3 - TIMES FOR RENDERING SERVICES 3.01 General A (Modified) ENGINEER's services and compensation under this Agreement have been agreed to for the services required herein for the design, bidding and construction of the Project. ENGINEER's obligation to render services hereunder will be for whatever period necessary for the final completion of said services. B. (Not Used). C. (Modified) For purposes of this Agreement the term "day" means a calendar day of 24 hours. 3.02 Suspension A. (Deleted) B. (Modified) If OWNER suspends services, ENGINEER may be entitled to equitable adjustment of rates and amounts of compensation provided for elsewhere in this Agreement to reflect reasonable costs incurred by ENGINEER in connection with such suspension and reactivation and the fact that the time for performance under this Agreement has been revised, unless such delay or suspension is caused in whole or in part by the ENGINEER, its officers, agents, or employees. If ENGINEER causes or contributes to the delay or suspension, ENGINEER shall have no right to seek additional compensation. ARTICLE 4 - PAYMENTS TO ENGINEER 4.01 Methods of Payment for Services and Reimbursable Expenses of ENGINEER A. For Basic Services. OWNER shall pay ENGINEER for Basic Services performed or finished under Exhibit A, Part 1, as set forth in Exhibit C. B. For Additional Services. OWNER shall pay ENGINEER for Additional Services performed or finished under Exhibit A, Part 2, as set forth in Exhibit C. C. (Modified) For Reimbursable Expenses. In addition to payments provided for in paragraphs 4.01.A and 4.013, OWNER shall pay ENGINEER for Reimbursable Expenses incurred by ENGINEER and its Consultants as set forth in Exhibit C. However, all expenses associated with meals and lodging must be approved in writing by OWNER prior to ENGINEER incurring any expense associated therewith; otherwise, the parties hereto agree and understand that OWNER shall not be liable and ENGINEER shall not make a claim against OWNER for any such expenses. 4.02 Other Provisions Concerning Payments A. Preparation of Invoices. Invoices will be prepared in accordance with OWNER's standard processing practices and will be submitted to OWNER monthly by ENGINEER, unless otherwise agreed. ENGINEER shall supply detailed back -up information along with each invoice in order for the OWNER to effectively evaluate the fees and charges. The amount billed in each invoice will be calculated as set forth in Exhibit C. Invoices shall be received by the OWNER not later than sixty (60) calendar days from the date the ENGINEER and/or its Consultants perform the services or incur the expense. Failure by ENGINEER to comply with the requirements herein in a timely manner with this requirement shall result in the ENGINEER'S invoice being denied. B. (Modified) Payment of Invoices. Invoices are due and payable within 30 calendar days after the receipt of the invoice and the necessary backup information. If OWNER fails to make any payment due ENGINEER for services and expenses within 30 calendar days after receipt of ENGINEER's invoice and the backup documentation therefor required by OWNER, the delinquent amount shall accrue interest at the rate specified in section 2251.025 of the Texas Government Code. ENGINEER may after giving seven calendar days' written notice to OWNER suspend services under this Agreement until ENGINEER has been paid in full all amounts due for services, expenses, and other related charges. However, it is expressly understood and agreed that Standard Form of Agreement Between Owner and Engineer for Professional Services Page 3 of 12 ENGINEER will not charge any interest or penalty as set forth herein on any portion of an invoice that is disputed and withheld in accordance with paragraph 4.02.0 and that ENGINEER will not suspend services under the agreement on account of a disputed invoice or on account of monies withheld. All payments will be credited first to principal and then to interest. C. Disputed Invoices. In the event of a disputed or contested invoice, only that portion so contested may be withheld from payment, and the undisputed portion will be paid. D. Payments Upon Termination. In the event of any termination under section 6.06, ENGINEER will be entitled to invoice OWNER and will be paid in accordance with Exhibit C for all services performed or furnished and all Reimbursable Expenses incurred through the effective date of termination provided all instruments of services have been tendered to the OWNER. 2. (Not Used) E. (Modified) Records of ENGINEER's Costs. Records of ENGINEER's costs pertinent to ENGINEER's compensation under this Agreement shall be kept in accordance with generally accepted accounting practices. Copies of such records will be made available to OWNER upon request at no cost to OWNER. F. Legislative Actions. In the event of legislative actions after the Effective Date of the Agreement by any level of government that impose taxes, fees, or costs on ENGINEER's services or other costs in connection with this Project or compensation therefor, such new taxes, fees, or costs shall be invoiced to and paid by OWNER as a Reimbursable Expense to which a Factor of 1.0 shall be applied. Should such taxes, fees, or costs be imposed, they shall be in addition to ENGINEER's estimated total compensation. G. (Added) Indebtedness. If ENGINEER, 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 OWNER's Director of Finance in writing. If the OWNER's Director of Finance becomes aware that the ENGINEER has incurred a debt, the OWNER's Director of Finance shall immediately notify the ENGINEER in writing. If the ENGINEER does not pay the debt within 30 calendar days of either such notification, the OWNER's Director of Finance may deduct funds in an amount equal to the debt from any payments owed to the ENGINEER under this Agreement, and the ENGINEER waives any recourse therefor. ARTICLE 5 - OPINIONS OF COST 5.01 Opinions of Probable Construction Cost A. ENGINEER's opinions of probable Construction Cost provided for herein are to be made on the basis of ENGINEER's experience and qualifications and represent ENGINEER's best judgment as an experienced and qualified professional generally familiar with the industry. However, since ENGINEER has no control over the cost of labor, materials, equipment, or services fimdshed by others, or over the Contractor's methods of determining prices, or over competitive bidding or market conditions, ENGINEER cannot and does not guarantee that proposals, bids, or actual Construction Cost will not vary from opinions of probable Construction Cost prepared by ENGINEER. If OWNER wishes greater assurance as to probable Construction Cost, OWNER shall employ an independent cost estimator as provided in Exhibit B. 5.02 (Not Used) 5.03 Opinions of Total Project Costs A. (Deleted). ARTICLE 6 - GENERAL CONSIDERATIONS 6.01 Standards of Performance A. (Modified) The standard of care for all services to be performed under this Agreement will be the care and skill ordinarily used by members of the applicable disciplines, including, but not limited to, architects and professional engineers, practicing under similar circumstances at the same time and in the same locality. B. (Modified) All professionals performing services under this Agreement shall be responsible for the technical accuracy of their services and documents resulting therefrom, and OWNER shall not be responsible for discovering deficiencies therein. ENGINEER shall correct such deficiencies without additional compensation except to the extent such action is directly attributable to deficiencies in OWNER- fiunished information upon which ENGINEER is authorized to rely as provided in Section 6.01.13. C. ENGINEER shall perform or furnish professional engineering and related services in all phases of the Project to which this Agreement applies. Such professionals shall be appropriately licensed and/or registered to practice in the State Standard Form of Agreement Between Owner and Engineer for Professional Services Page 4 of 12 of Texas. ENGINEER shall serve as OWNER's prime professional for the Project ENGINEER shall employ such professionals as ENGINEER deems necessary to assist in the performance or fiumishing of the services. ENGINEER shall not be required to employ any professional unacceptable to ENGINEER. D. ENGINEER and OWNER shall comply with applicable Laws or Regulations and OWNER - mandated standards. This Agreement is based on these requirements as of its Effective Date. Changes to these requirements after the Effective Date of this Agreement may be the basis for modifications to OWNER's responsibilities or to ENGINEER's scope of services, times of performance, or compensation. E. (Modified) OWNER shall be responsible for, and ENGINEER may rely upon, the accuracy and completeness of all requirements, programs, instructions, reports, data, and other information furnished by OWNER to ENGINEER pursuant to this Agreement, unless expressly stated or communicated otherwise by OWNER. ENGINEER may use such requirements, reports, data, and information in performing or fiunishing services under this Agreement F. OWNER shall make decisions and carry out its other responsibilities in a timely manner and shall bear all costs incident thereto so as not to delay the services of ENGINEER. G. Prior to the commencement of the Construction Phase, OWNER shall notify ENGINEER of any variations from the language indicated in Exhibit E, "Notice of Acceptability of Work," or of any other notice or certification that ENGINEER will be requested to provide to OWNER or third parties in connection with the Project. OWNER and ENGINEER shall reach agreement on the terms of any such requested notice or certification, and OWNER shall authorize such Additional Services as are necessary to enable ENGINEER to provide the notices or certifications requested. H. (Modified) ENGINEER shall not be required to sign any documents, no matter by whom requested, that would result in ENGINEER's having to certify, guarantee or warrant the existence of conditions whose existence ENGINEER cannot ascertain; provided, that ENGINEER has exercised due diligence and was not otherwise required to certify, guarantee or warrant the existence of such conditions. I. During the Construction Phase, ENGINEER shall not supervise, direct, or have control over Contractor's work, nor shall ENGINEER have authority over or responsibility for the means, methods, techniques, sequences, or procedures of construction selected by Contractor, for safety precautions and programs incident to the Contractor's work in progress, nor for any failure of Contractor to comply with Laws and Regulations applicable to Contractor's furnishing and performing the Work. J. (Modified) ENGINEER neither guarantees the performance of any Contractor nor assumes responsibility for any Contractor's failure to furnish and perform the Work in accordance with the Contract Documents. However, nothing contained in this paragraph shall be construed so as to absolve ENGINEER from liability for any such failure about which ENGINEER knew or should have known existed in the exercise of ENGINEER's services under this Agreement K. (Modified) ENGINEER shall not be responsible for the acts or omissions of any Contractor(s), subcontractor or supplier, or of any of the Contractor's agents or employees or any other persons (except ENGINEER's own employees and its Consultants for which it is legally liable) at the Site or otherwise fiumishing or performing any of the Contractor's work; or for any decision made on interpretations or clarifications of the Contract Documents given by OWNER without consultation and advice of ENGINEER. L. (Modified) The General Conditions for any construction contract documents prepared hereunder are to be the Standard Form of Agreement between Owner and Contractor and as approved by OWNER in writing. 6.02 Authorized Project Representatives A. Contemporaneous with the execution of this Agreement, ENGINEER and OWNER shall designate specific individuals to act as ENGINEER's and OWNER's representatives with respect to the services to be performed or finished by ENGINEER and responsibilities of OWNER under this Agreement. Such individuals shall have authority to transmit instructions, receive information, and render decisions relative to the Project on behalf of each respective party. 6.03 (Not Used) 6.04 Use of Documents A. (Modified) Upon execution of this Agreement, the ENGINEER grants to the OWNER an ownership interest in the Instruments of Service. The ENGINEER shall obtain similar interests from its Consultants consistent with this Agreement. Within seven calendar days of any termination or expiration of this Agreement, the ENGINEER shall be required to tender to OWNER all Instnunents of Service; provided OWNER has paid all monies, excluding any disputed amount, due and owing to ENGINEER in accordance with this Agreement With such ownership interest, it is expressly understood by the parties hereto that the OWNER may use the Instruments of Service for any Standard Form of Agreement Between Owner and Engineer for Professional Services Page 5 of 12 purposes which the OWNER sees fit, including, but not limited to, subsequent construction, reconstruction, alteration, and/or repairs of the Project. As a condition to the OWNER's use of the Instruments of Service, the OWNER hereby expressly agrees to remove the ENGINEER's name and all references to the ENGINEER, and its Consultants from the Documents. The OWNER hereby releases any and all claims which the OWNER could make arising out of or in connection with any reuse of the documents by the OWNER This release of claims for the matters covered in this Paragraph 6.04.A shall be for the benefit of the ENGINEER, its officers, and employees and sub - Consultants, as well as their successors and assigns. B. (Modified) Copies of OWNER - furnished data that may be relied upon by ENGINEER are limited to the printed copies that are delivered to ENGINEER pursuant to Exhibit B unless otherwise expressly stated or communicated by OWNER Files in electronic media format of text, data, graphics, or of other types that are furnished by OWNER to ENGINEER are only for convenience of ENGINEER. Any conclusion or information obtained or derived from such electronic files will be at the user's sole risk C. Copies of Documents that may be relied upon by OWNER are limited to the printed copies (also known as hard copies) that are signed or sealed by the appropriate professional. Files in electronic media format of text, data, graphics, or of other types that are fiunished by ENGINEER to OWNER are only for convenience of OWNER Any conclusion or information obtained or derived from such electronic files will be at the user's sole risk. D. Because data stored in electronic media format can deteriorate or be modified inadvertently or otherwise without authorization of the data's creator, the party receiving electronic files agrees that it will perform acceptance tests or procedures within 60 calendar days, after which the receiving party shall be deemed to have accepted the data thus transferred. The party delivering the electronic files will correct any errors detected within the 60 -day acceptance period. ENGINEER shall not be responsible to maintain documents stored in electronic media format after acceptance by OWNER E. When transferring documents in electronic media format, ENGINEER makes no representations as to long -term compatibility, usability, or readability of documents resulting from the use of software application packages, operating systems, or computer hardware differing from those used by ENGINEER at the beginning of this Project. F. (Modified) Any use of the Documents on any extension of the Project or on any other project shall be at OWNER's sole risk and OWNER hereby releases ENGINEER from any liability associated solely with the reuse of the Documents. G. If there is a discrepancy between the electronic files and the hard copies, the hard copies govern. H. Any verification or adaptation of the Documents for extensions of the Project or for any other project will entitle ENGINEER to further compensation at rates to be agreed upon by OWNER and ENGINEER- 6.05 Insurance A. ENGINEER shall procure and maintain insurance as set forth in Exhibit G, "Insurance." B. Not used. C. Not used. D. Not used. E. Not used. F. At any time, OWNER may request that ENGINEER, at OWNER's sole expense, provide additional insiirance coverage, increased limits, or revised deductibles that are more protective than those specified in Exhibit G. If so requested by OWNER, with the concurrence of ENGINEER, and if commercially available, ENGINEER shall obtain and shall require its Consultants to obtain such additional insurance coverage, different limits, or revised deductibles for such periods of time as requested by OWNER, and Exhibit G will be supplemented to incorporate these requirements. 6.06 Termination A. (Modified) The obligations hereunder may be terminated: 1. For cause, a. (Modified) By either party upon 30 calendar days' written notice in the event of failure by the other party to perform in accordance with the terms hereof through no fault of the terminating party, or b. By ENGINEER upon seven calendar days' written notice if ENGINEER is being requested by OWNER to furnish or perform services contrary to ENGINEER's responsibility as a licensed professional. Standard Form of Agreement Between Owner and Engineer for Professional Services Page 6 of 12 c. Notwithstanding the foregoing, this Agreement will not terminate as a result of such substantial failure if the party receiving such notice begins, within seven calendar days of receipt of such notice, to correct its failure to perform and proceeds diligently to cure such failure within no more than 30 calendar days of receipt thereof; provided, however, that if and to the extent such substantial failure cannot be reasonably cured within such 30 calendar day period, and if such party has diligently attempted to cure the same and thereafter continues diligently to cure the same then the cure period provided for herein shall extend up to, but in no case more than 60 calendar days after the date of receipt of the notice. 2. For convenience by OWNER effective upon the receipt of notice by ENGINEER. B. Not used. 6.07 Controlling Law A. This Agreement is to be governed by the law of the state in which the Project is located. Venue for all purposes shall be in Harris County, Texas. 6.08 Successors, Assigns, and Beneficiaries A. OWNER and ENGINEER each is hereby bound and the partners, successors, executors, administrators and legal representatives of OWNER and ENGINEER (and to the extent permitted by paragraph 6.083 the assigns of OWNER and ENGINEER) are hereby bound to the other party to this Agreement and to the partners, successors, executors, administrators and legal representatives (and said assigns) of such other party, in respect of all covenants, agreements and obligations of this Agreement B. Neither OWNER nor ENGINEER may assign, sublet, or transfer any rights under or interest (including, but without limitation, moneys that are due or may become due) in this Agreement without the written consent of the other, except to the extent that any assignment, subletting, or transfer is mandated or restricted by law. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement C. Unless expressly provided otherwise in this Agreement: 1. Nothing in this Agreement shall be construed to create, impose, or give rise to any duty owed by OWNER or ENGINEER to any Contractor, Contractor's subcontractor, supplier, other individual or entity, or to any surety for or employee of any of them 2. All duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of OWNER and ENGINEER and not for the benefit of any other party. The OWNER agrees that the substance of the provisions of this paragraph 6.08.0 shall appear in the Contract Documents. 6.09 Not Used. 6.10 Hazardous Environmental Condition A OWNER represents to ENGINEER that to the best of its knowledge a Hazardous Environmental Condition does not exist. B. (Modified) OWNER has disclosed to the best of its knowledge and belief to ENGINEER the existence of all Asbestos, PCB's, Petroleum, Hazardous Waste, or Radioactive Material located at or near the Site, including type, quantity and location. C. (Modified) If a Hazardous Environmental Condition is encountered or alleged, ENGINEER shall have the obligation to notify OWNER on or before the next business day of the same. D. It is acknowledged by both parties that ENGINEER's scope of services does not include any services related to a Hazardous Environmental Condition. In the event ENGINEER or any other party encounters a Hazardous Environmental Condition, ENGINEER may, at its option and without liability for consequential or any other damages, suspend performance of services on the portion of the Project affected thereby until OWNER: (i) retains appropriate specialist Consultant(s) or contractor(s) to identify and, as appropriate, abate, remediate, or remove the Hazardous Environmental Condition; and (ii) warrants that the Site is in full compliance with applicable Laws and Regulations. E. OWNER acknowledges that ENGINEER is performing professional services for OWNER and that ENGINEER is not and shall not be required to become an "arranger," "operator," "generator," or "transporter" of hazardous substances, as defined in the Comprehensive Environmental Response, Compensation, and Liability Act of 1990 (CERCLA), which are or may be encountered at or near the Site in connection with ENGINEER's activities under this Agreement. F. If ENGINEER's services under this Agreement cannot be performed because of a Hazardous Environmental Condition, the existence of the condition shall justify Standard Form of Agreement Between Owner and Engineer for Professional Services Page 7of12 ENGINEER's terminating this Agreement for cause on 30 calendar days' notice. 6.11 Allocation of Risks A. (Modified) Indemnification. See Exhibit K. B. (Added) Notwithstanding anything to the contrary contained in this Agreement, the OWNER and ENGINEER hereby agree that no claim or dispute between the OWNER and ENGINEER 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 OWNER is subjected to an arbitration proceeding notwithstanding this provision, ENGINEER consents to be joined in the arbitration proceeding if ENGINEER'S presence is required or requested by the OWNER for complete relief to be recorded in the arbitration proceeding. 6.12 Notices A. (Modified) Any notice required under this Agreement will be in writing, addressed to the appropriate party at its address on the signature page and given personally, or by registered or certified mail postage prepaid, or by a commercial courier service. Additionally, notices may be given via facsimile or by electronic mail if such notice is also given personally, or by registered or certified mail or by a commercial courier service. All notices shall be effective upon the date of receipt 6.13 Survival A. (Modified) All express representations, indemnifications, and limitations of liability included in this Agreement will survive its completion or termination for any reason. 6.14 Severability A. Any provision or part of the Agreement held to be void or unenforceable under any Laws or Regulations shall be deemed stricken, and all remaining provisions shall continue to be valid and binding upon OWNER and ENGINEER, who agree that the Agreement shall be reformed to replace such stricken provision or part thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision. 6.15 Waiver A. Non - enforcement of any provision by either party shall not constitute a waiver of that provision, nor shall it affect the enforceability of that provision or of the remainder of this Agreement. 6.16 Headings A- The headings used in this Agreement are for general reference only and do not have special significance. ARTICLE 7 - DEFINITIONS 7.01 Defined Terms A. Wherever used in this Agreement (including the Exhibits hereto) and printed with initial or all capital letters, the terms listed below have the meanings indicated, which are applicable to both the singular and plural thereof: 1. Addenda —Written or graphic instruments issued prior to the opening of Bids which clarify, correct, or change the Bidding Documents. 2. Additional Services —The services to be performed for or fuurnished to OWNER by ENGINEER in accordance with Exhibit A, Part 2 of this Agreement. 3. Agreement —This "Standard Form of Agreement between OWNER and ENGINEER for Professional Services," including those Exhibits listed in Article 8 hereof 4. Application for Payment - -The form acceptable to ENGINEER which is to be used by Contractor in requesting progress or final payments for the completion of its Work and which is to be accompanied by such supporting documentation as is required by the Contract Documents. 5. Asbestos —Any material that contains more than one percent asbestos and is friable or is releasing asbestos fibers into the air above current action levels established by the United States Occupational Safety and Health Administration. 6. Basic Services —The services to be performed for or furnished to OWNER by ENGINEER in accordance with Exhibit A, Part 1, of this Agreement. 7. Bid —The offer or proposal of the bidder submitted on the prescribed form setting forth the prices for the Work to be performed. Standard Form of Agreement Between Owner and Engineer for Professional Services Page 8 of 12 8. Bidding Documents —The advertisement or invitation to Bid, instructions to bidders, the Bid form and attachments, the Bid bond, if any, the proposed Contract Documents, and all Addenda, if any. 9. Change Order —A document recommended by ENGINEER, which is signed by Contractor and OWNER to authorize an addition, deletion or revision in the Work, or an adjustment in the Contract Price or the Contract Times, issued on or after the Effective Date of the Construction Agreement. 10. Construction Agreement —The written instrument which is evidence of the agreement, contained in the Contract Documents, between OWNER and Contractor covering the Work 11. Construction Contract —The entire and integrated written agreement between the OWNER and Contractor concerning the Work. 12. Construction Cost - -The cost to OWNER of those portions of the entire Project designed or specified by ENGINEER. Construction Cost does not include costs of services of ENGINEER or other design professionals and Consultants, cost of land, rights -of -way, or compensation for damages to properties, or OWNER's costs for legal, accounting, insurance counseling or auditing services, or interest and financing charges incurred in connection with the Project, or the cost of other services to be provided by others to OWNER pursuant to Exhibit B of this Agreement. Construction Cost is one of the items comprising Total Project Costs. 13. (Modified) Contract Documents— Documents that establish the rights and obligations of the parties engaged in construction and include the Construction Agreement between OWNER and Contractor and all documents referenced therein, Addenda (which pertain to the Contract Documents), Contractor's Bid (including documentation accompanying the Bid and any post -Bid documentation submitted prior to the notice of award) when attached as an exhibit to the Construction Agreement, the notice to proceed, the bonds, appropriate certifications, insurance documents the General Conditions, the Supplementary Conditions, the Specifications and the Drawings as the same are more specifically identified in the Construction Agreement, together with all Written Amendments, Change Orders, Work Change Directives, Field Orders, and professional's written interpretations and clarifications issued on or after the Effective Date of the Construction Agreement. Approved Shop Drawings and the reports and drawings of subsurface and physical conditions are not Contract Documents. 14. Contract Price —The moneys payable by OWNER to Contractor for completion of the Work in accordance with the Contract Documents and as stated in the Construction Agreement. 15. Contract 7"irnes —The numbers of calendar days or the dates stated in the Construction Agreement to: (i) achieve Final Completion, and (ii) complete the Work so that it is ready for final payment as evidenced by ENGINEER's written recommendation of final payment. 16. Contractor —An individual or entity with whom OWNER enters into a Construction Agreement. 17. Correction Period —The time after Final Completion during which Contractor must correct, at no cost to OWNER, any Defective Work, normally one year after the date of Final Completion or such longer period of time as may be prescribed by Laws or Regulations or by the terms of any applicable special guarantee or specific provision of the Contract Documents. 18. Defective —An adjective which, when modifying the word Work, refers to Work that is unsatisfactory, faulty, or deficient, in that it does not conform to the Contract Documents, or does not meet the requirements of any inspection, reference standard, test, or approval referred to in the Contract Documents, or has been damaged prior to ENGINEER's recommendation of final payment. 19. Documents —Data, reports, Drawings, Specifications, Record Drawings, and other deliverables, whether in printed or electronic media format, provided or furnished in appropriate phases by ENGINEER to OWNER pursuant to this Agreement. 20. Drawings —That part of the Contract Documents prepared or approved by ENGINEER which graphically shows the scope, extent, and character of the Work to be performed by Contractor. Shop Drawings are not Drawings as so defined. 21. Effective Date of the Construction Agreement — The date indicated in the Construction Agreement on which it becomes effective, but if no such date is indicated, it means the date on which the Construction Agreement is signed and delivered by the last of the two parties to sign and deliver. 22. Effective Date of the Agreement —The date indicated in this Agreement on which it becomes effective, but if no such date is indicated, it means the Standard Form of Agreement Between Owner and Engineer for Professional Services Page 9 of 12 date on which the Agreement is signed and delivered by the last of the two parties to sign and deliver. 23. Consultants -- Individuals or entities having a contract with ENGINEER to fiunish services with respect to this Project as ENGINEER's independent professional associates, Consultants, subcontractors, or vendors. The term ENGINEER includes its Consultants. 24. Field Order —A written order issued by ENGINEER which directs minor changes in the Work but which does not involve a change in the Contract Price or the Contract Times. 25. Final Completion shall mean that all work has been completed, all final punch list items have been inspected and satisfactorily completed, all payments to subcontractors have been made, all documentation and warranties have been submitted, all closeout documents have been executed and approved by the OWNER, and the Project has been finally accepted by the OWNER. 26. General Conditions -That part of the Contract Documents which sets forth terms, conditions, and procedures that govern the Work to be performed or furnished by Contractor with respect to the Project. 27. Hazardous Environmental Condition- -The presence at the Site of Asbestos, PCB's, Petroleum, Hazardous Waste, or Radioactive Materials in such quantities or circumstances that may present a substantial danger to persons or property exposed thereto in connection with the Work. 28. Hazardous Waste —The term Hazardous Waste shall have the meaning provided in Section 1004 of the Solid Waste Disposal Act (42 USC Section 6903) as amended from time to time. 29. Laws and Regulations; Laws or Regulations — Any and all applicable laws, rules, regulations, ordinances, codes, standards, and orders of any and all governmental bodies, agencies, authorities, and courts having jurisdiction. 30. PCB's — Polychlorinated biphenyls. 31. Petroleum — Petroleum, including crude oil or any fraction thereof which is liquid at standard conditions of temperature and pressure (60 degrees Fahrenheit and 14.7 pounds per square inch absolute), such as oil, petroleum, fuel oil, oil sludge, oil refuse, gasoline, kerosene, and oil mixed with other non - Hazardous Waste and crude oils. 32. Radioactive Materials — Source, special nuclear, or byproduct material as defined by the Atomic Energy Act of 1954 (42 USC Section 2011 et seq.) as amended from time to time. 33. Record Drawings —The Drawings as issued for construction on which the ENGINEER, upon completion of the Work, has shown changes due to Addenda or Change Orders and other information which ENGINEER considers significant based on record documents famished by Contractor to ENGINEER and which were annotated by Contractor to show changes made during construction. 34. Reimbursable Expenses —The expenses incurred directly by ENGINEER in connection with the performing or finnishing of Basic and Additional Services for the Project for which OWNER shall pay ENGINEER as indicated in Exhibit C. 35. Resident Project Representative- -The authorized representative of ENGINEER, if any, assigned to assist ENGINEER at the Site during the Construction Phase. The Resident Project Representative will be ENGINEER's agent or employee and under ENGINEER's supervision. As used herein, the term Resident Project Representative includes any assistants of Resident Project Representative agreed to by OWNER The duties and responsibilities of the Resident Project Representative are as set forth in Exhibit D. 36. Samples — Physical examples of materials, equipment, or workmanship that are representative of some portion of the Work and which establish the standards by which such portion of the Work will be judged. 37. Shop Drawings —All drawings, diagrams, illustrations, schedules, and other data or information which are specifically prepared or assembled by or for Contractor and submitted by Contractor to ENGINEER to illustrate some portion of the Work. 38. Site —Lands or areas indicated in the Contract Documents as being furnished by OWNER upon which the Work is to be performed, rights -of -way and easements for access thereto, and such other lands furnished by OWNER which are designated for use of Contractor. 39. Specifications —That part of the Contract Documents consisting of written technical descriptions of materials, equipment, systems, standards, and workmanship as applied to the Work and certain administrative details applicable thereto. Standard Form of Agreement Between Owner and Engineer for Professional Services Page 10 of 12 40. Substantial Completion —The time at which the Work (or a specified part thereof) has progressed to the point where, in the opinion of ENGINEER, the Work (or a specified part thereof) is sufficiently complete, in accordance with the Contract Documents, so that the Work (or a specified part thereof) can be utilized for the purposes for which it is intended. The terms "substantially complete" and "substantially completed" as applied to all or part of the Work refer to Substantial Completion thereof. 41. Supplementary Conditions —That part of the Contract Documents which amends or supplements the General Conditions. 42. (Modified) Total Project Costs —The sum of the Construction Cost, allowances for contingencies, the total costs of services of ENGINEER or other design professionals and Consultants, cost of land, rights -of -way, compensation for damages to properties, OWNER's costs for legal, accounting, insurance counseling or auditing services, interest and financing charges incurred in connection with the Project, and the cost of other services to be provided by others to OWNER pursuant to Exhibit B of this Agreement. 43. Work- -The entire completed construction or the various separately identifiable parts thereof required to be provided under the Contract Documents with respect to this Project. Work includes and is the result of performing or furnishing labor, services, and documentation necessary to produce such construction and furnishing, installing, and incorporating all materials and all equipment into such construction, all as required by the Contract Documents. 44. Work Change Directive - -A written directive to Contractor issued on or after the Effective Date of the Construction Agreement and signed by OWNER upon recommendation of the ENGINEER, ordering an addition, deletion, or revision in the Work, or responding to differing or unforeseen subsurface or physical conditions under which the Work is to be performed or to emergencies. A Work Change Directive will not change the Contract Price or the Contract Times but is evidence that the parties expect that the change directed or documented by a Work Change Directive will be incorporated in a subsequently issued Change Order following negotiations by the parties as to its effect, if any, on the Contract Price or Contract Times. 45. Written Amendment —A written amendment of the Contract Documents signed by OWNER and Contractor on or after the Effective Date of the Construction Agreement and normally dealing with the non - architectural or non - technical rather than strictly construction - related aspects of the Contract Documents. ARTICLE 8 - EXHIBITS AND SPECIAL PROVISIONS 8.01 Exhibits Included A. Exhibit A, "ENGINEER's Services," consisting of nine (9) pages. B. Exhibit B, "OWNER's Responsibilities," consisting of two (2) pages. C. Exhibit C, "Payments to ENGINEER for Services and Reimbursable Expenses," consisting of three (3) pages. D. Exhibit D, "Duties, Responsibilities and Limitations of Authority of Resident Project Representative," is not used. E. Exhibit E, "Notice of Acceptability of Work," is not used. F. Exhibit F, "Construction Cost Limit," is not used. G. Exhibit G, "Insurance," consisting of two (2) pages. H. Exhibit H, "Dispute Resolution," is not used. I. Exhibit I, "Allocation of Risks," is not used. J. Exhibit J, "Special Provisions" is not used. K. (Added) Exhibit K, "Indemnification" consisting of two (2) pages. 8.02 Total Agreement A- This Agreement (consisting of pages 1 to 12 inclusive, together with the Exhibits identified above) constitutes the entire agreement between OWNER and ENGINEER and supersedes all prior written or oral understandings. This Agreement may only be amended, supplemented, modified, or canceled by a duly executed written instrument. This Agreement along with the exhibits shall be read and construed as the same Agreement. Standard Form of Agreement Between Owner and Engineer for Professional Services Page 11 of 12 IN WITNESS WIM*REOF, the parties hereto have executed this Agreement, the Effective Date of which is indicated on page 1. OWNER: CITY OF BAYTOWN ROBERT D. LEIPER Title: City Manager Date Signed: Address for giving notices: P.O. BOX 424 BAYTOWN, TEXAS 77422 -0424 Designated Representative (paragraph 6.02.A): Jose A. Pastrana, P.E. Title: Acting Director of Engineering Phone Number. (281) 420 -6549 Facsimile Number. (281) 420 -6586 E -Mail Address: jose.pastrana @baytown.org ENGINEER: HDR EN RING, llyC. G Printed Name 6/.� Title �4 P� /Q e%"— Date Signed &Za YZ' -ZA/ y Address for giving notices: 4635 SOUTHWEST FREEWAY, SUITE 1000 HOUSTON, TX 77027 -7139 Designated Representative (paragraph 6.02.A): Name: Jose D. Maldonado, P.E. Title: Project Manager Phone Number: (713) 425 -0133 Facsimile Number: (832) 814 -4552 E -Mail Address: josexnaldonado@hdrinc.com Standard Form of Agreement Between Owner and Engineer for Professional Services Page 12 of 12 This is EI13BIT A, consisting of 9 pages, referred to in and part of the Agreement between OWNER and ENGINEER for Professional Services dated Initial: OWNER ENGINEER ENGINEER's Services Article 1 of the Agreement is amended and supplemented to include the following agreement of the parties. ENGINEER shall provide Basic and Additional Services as set forth below. PART 1 -- BASIC SERVICES (Modified) A1.01 Preliminary Engineering Phase A. Upon written authorization from OWNER, ENGINEER shall: 1. Consult and meet with OWNER to define and clarify OWNER's requirements for the Project and to gather operational information on the existing facilities. 2. Advise OWNER as to the necessity of OWNER's providing data or services of the types described in Exhibit B which are not part of ENGINEER's Basic Services, and assist OWNER in obtaining such data and services. 3. (Modified) Identify, consult with, and analyze requirements of governmental authorities having jurisdiction to approve the portions of the Project designed or specified by ENGINEER and obtain permits from all governmental authorities having jurisdiction to approve all phases of the PROJECT designed or specified by ENGINEER. 4. Identify and evaluate potential solutions available to OWNER and, after consultation with OWNER, recommend to OWNER those solutions which in ENGINEER's judgment meet OWNER's requirements for the Project. 5. Perform or provide the following additional Preliminary Design Phase tasks or deliverables: a. Coordinate interim meetings with the City during the course of the preliminary design process to provide the City with an update on progress on the project with regards to the agreed schedule. b. Research and gather existing relevant data on the lift station such as "as built" plans and specifications for the original project and upgrade project, existing utility information, etc. c. Research and gather information on private utilities (i.e. gas, electrical, telephone, pipelines, etc.) within and near the vicinity of the lift station site. d. Obtain the services of a Consultant to perform a topographic survey of the site and immediate vicinity, including the north end of the fire station building and adjacent parking areas (including the building west of the fire station property), the green space to 10 feet past the north chain link fence, the existing lift station site and the edge of pavement along the west side of Garth Road, to obtain information on surface features and any other information that may impact the design and construction of the Project. e. Obtain the services of a Consultant to perform a geotechnical investigation, to conduct a field exploration, including drilling and sampling two (2) 35 -feet deep borings for sanitary lift station and potential gravity sewer near the existing site and at the back of the property, and to provide a geotechnical report, which shall include all field data, laboratory testing data, and geotechnical recommendations, to include in the Project specifications Page 1 of 9 pages (Exhibit A — Engineer's Services) f. Perform field reconnaissance and review detailed topographic survey of the site and immediate vicinity to obtain information on surface features and any other information that would impact design and construction. g. Research and gather existing relevant data on City utilities through record drawings, GIS, aerial photographs, etc. h. Research real estate /easement acquisition options in the event lift station site must be expanded. i. Research flood plain status of the project area and design structures above the flood plain, if required. j. Obtain and evaluate projected land use and flow information data; determine the lift station service area and anticipated current and future flow rates; prepare preliminary hydraulic calculations to assess the required improvements to the performance of the station. k. Complete a detailed assessment of the existing facilities which will include but not be limited to the following: Lift Station Structure. Complete a visual inspection of the dry pit and wet well to determine the condition. Visual inspection of the wet pit will require a manned entry to be performed in accordance with the criteria for a permitted confined space entry. Following the inspection, options will be identified for the rehabilitation or replacement of the lift station structures. 12 -inch Force Mains. Evaluate the hydraulic capacity of the existing force mains as part of the proposed modifications to the pumping system. ➢ Piping & Mechanical Equipment. Complete a visual assessment of all existing piping, valves, fittings and miscellaneous mechanical equipment located in the lift station to determine the condition and make recommendations regarding rehabilitation, replacement and/or salvaging. Odor Control System. The Garth Road Lift Station does not have an odor control system, and odors do not appear to be a problem at this site, however, the lift station site layout will be evaluated to allow for the installation of an odor control system shall the need arise in the future. ➢ Electrical and Instrument Equipment. Obtain the services of an electrical Consultant to complete a thorough inspection of the existing electrical power, control and instrumentation system at the lift station to identify any potential issues and make recommendations for improvements to be incorporated into the Project. ➢ Miscellaneous Items. Complete an inspection and make an assessment of miscellaneous items located on the lift station site such as the access hatches and the site security, and make recommendations for any necessary improvements. 1. Prepare and evaluate a maximum of three (3) alternates for the expansion, rehabilitation and/or replacement of the existing Garth Road Lift Station to accommodate the projected flows. m. Prepare Preliminary Cost Estimates for all identified alternatives for the improvements to the lift station. n. Following the detailed assessment, hold a workshop with City staff, operations personnel and other interested entities to fully appraise the City of the findings of the assessments, discuss the various alternatives for the expansion, rehabilitation or replacement of the lift station, review the probable construction cost for each option and find a consensus for the final recommendations in the Preliminary Engineering Report (PER) that is within the City's budget for the construction of the project. 6. Prepare a report (the "Report") documenting the findings of the site assessments, the alternatives available for improvements to the lift station, the results of the workshop, and the recommendations for inclusion in the Final Design of the Project. The Report will, as appropriate, contain schematic layouts, sketches and conceptual design criteria with appropriate exhibits to indicate the agreed -to requirements, considerations involved, and those alternate solutions available to OWNER which ENGINEER recommends. This Report will be accompanied by ENGINEER's opinion of Total Project Costs for each solution which is so recommended for the Project with each component separately itemized, including the following, which will be separately itemized: opinion of probable Construction Cost, allowances for contingencies and for the estimated total costs of design, professional, and related services provided by ENGINEER and, on the basis of information furnished by OWNER, allowances for other items and services included within the definition of Total Project Costs. Page 2 of 9 pages (Exhibit A — Engineer's Services) 7. Furnish three (3) review copies of the Report to OWNER within ninety (90) calendar days of authorization to begin services and review, present and discuss the contents of the Report with OWNER. - 8. Revise the Report in response to OWNER's and other parties' comments, as appropriate, and furnish three (3) final copies of the revised Report to the OWNER within ten (10) calendar days after completion of reviewing it with OWNER. B. ENGINEER's services under the Preliminary Design Phase will be considered complete on the date when the final copies of the revised Report have been delivered to and accepted by OWNER. A1.02 Final Design Phase A. Upon written authorization from OWNER, ENGINEER shall: 1. (Modified) On the basis of the above acceptance, direction, and authorization, prepare final Drawings indicating the scope, relationships, forms size and appearance of the Project by means of plans, profiles, construction details and specifications together with the extent and character of the Work to be performed and fiunished by Contractor, including the quality levels for major materials. Specifications will be prepared, where appropriate, in conformance with the 16- division format of the Construction Specifications Institute or other format agreed to in writing by OWNER and ENGINEER. 2. Provide technical criteria, written descriptions, and design data for OWNER's use in filing applications for permits from or approvals of governmental authorities having jurisdiction to review or approve the final design of the Project and assist OWNER in consultations with appropriate authorities, including, but not limited to, those required approvals the Texas Commission on Environmental Quality. 3. Advise OWNER of any adjustments to the opinion of probable Construction Cost and any adjustments to Total Project Costs known to ENGINEER, with each major component separately itemized, including the following, which will be separately itemized: opinion of probable Construction Cost, allowances for contingencies and for the estimated total costs of design, professional, and related services provided by ENGINEER and, on the basis of information furnished by OWNER, allowances for other items and services included within the definition of Total Project Costs 4. Perform or provide the following additional Final Design Phase tasks or deliverables: a. Attend coordination meetings associated with the planning, data acquisition, or design of the project improvements. b. Coordinate with private utility companies, and other entities that may be involved to obtain information on their existing facilities and requirements that may impact the Project. Prepare base mapping of the project area. Plot survey data of proposed force mains and gravity sanitary sewer extension alignments, as applicable. d. Obtain the services of a Consultant to perform a boundary and easement survey, to provide survey drawing, and metes and bounds description for additional lift station site and/or easement acquisition, if required due to site expansion, and to deliver metes and bounds description and survey plat on 8 -inch x 11 -inch size paper suitable for attaching to a conveyance document for recordation in Official Public Records of Real Property of Harris County, Texas. e. Prepare a storm water pollution prevention plan (SWPPP) in accordance with the Texas National Pollutant Discharge Elimination System (TPDES) General Permit for Storm Water Discharge from construction sites. f. Prepare civil, mechanical, structural plans and details for proposed lift station improvements. g. Obtain the services of an electrical Consultant to perform the following services: (1) Design new electrical service rack with new pole, main breaker, and meter. Provide new automatic transfer switch. Existing natural gas generator installation will be replaced to serve the new lift station and fire station loads. Load requirements for fire station will be determined from Power Company billing provided by the City. Page 3 of 9 pages (Exhibit A — Engineer's Services) (2) Motor Control Center in a NEMA 4X SS enclosure, with full voltage starters, overloads, low voltage transformer and breaker panel. It is assumed there will be 3 to 4 submersible lift pumps installed. (3) Controls will be designed similar to the recently constructed Main Street lift station with an EG Controls level controller module that uses a submersible level transducer instead of the standard EG air cell and pressure switch arrangement formerly preferred by Baytown. The controls will include a discharge line flow meter, separate discharge pressure transducers at each pump; Allen- Bradley pump controller with input/output signals similar to those observed at the Central plant SCADA display; SCADA communications with radio link to the Central plant; EG Ievel controller with submersible transducer, backup floats with selector switch and automatic transfer relay in event of high level wet well alarm; ETM's; HOA remote control and monitoring; alarms on local display and at remote SCADA monitoring station; phase fail relay; pump alternator; and seal/temperature alarms for submersible type pumps. Control cabinets will be NEMA 4X SS with 3 point latching handles and locking hasp. Design will contain the EG controller module as preferred by the City, and as described in Specifications provided by City if sole source controls and SCADA are required by City. (4) Where submersible pumps are used in wet well, pump cable terminal boxes will be shown to facilitate disconnection of power cables and removal of pumps. (5) Surge Protection Devices (SPD) will be provided for each pump and the main service equipment to guard against motor damage from power line surges. (6) Submersible level transducer and floats will be suspended from a hand hole with kellum grip restraints, and will have surge protection to prevent damage to transducer. (7) Alarms will be via the SCAD A system or if preferred, via automatic telephone dialer. If sent via SCADA, the autodialer at the monitoring station will be specified for modifications by the City Systems Integration Contractor. (8) All electrical equipment will be shown as mounted above the flood plain, if required. (9) Electrical demolition plans will be included. (10) Prepare drawings, technical specifications and cost estimates for the electrical and instrumentation work associated with this Project. (11) Plans and load analysis will be sent to Utility Company when the design is 60% complete and at 100% final design. (12)Note that the electrical/instrumentation scope of work does not include any hardware or software for the SCADA Master Station located at the Central WWTP or other locations. h. Prepare plan and profile drawings for force mains and gravity sanitary sewers extensions, as applicable. i. Prepare the design for improvements to the Garth Road Lift Station in accordance with the recommendations outlined in the Preliminary Engineering Report submitted to the City. j. Assist the City in coordinating the project improvements with other governmental entities and private utilities. k. Examine geotechnical information to determine potential soil conditions and potential impact on construction methodology and costs. 1. Complete coordination with other governmental entities or utility agencies in regard to the Project. Obtain approvals required by governmental authorities with jurisdiction over the design and/or operation of the project and public and private utilities, including pipeline companies affected by this project. m. Coordinate and meet with construction contractors performing similar work and obtain information on construction costs, constructability issues and any other items that would aid with the design. n. Prepare project specifications. 5. Make appropriate recommendations to the OWNER to adjust the Project size, quality or budget if at any time the ENGINEER's estimate of the probable Construction Cost or Total Project Costs exceed the OWNER's budget. 6. Provide three (3) full -size sets of 60% documents along with updated cost estimates for the OWNER's review and comment within sixty (60) calendar days of authorization to begin services and review, present and discuss it with OWNER Page 4 of 9 pages (Exhibit A — Engineer's Services) 7. Revise the 60% documents in response to OWNER's and other parties' comments, as appropriate. 8. Provide three (3) full -size sets of 90% documents along with updated cost estimates for the OWNER's review and comment within thirty (30) calendar days of receiving OWNER's comments on the 60% documents and review, present and discuss it with OWNER. 9. Revise the documents in response to OWNER's and other parties' comments, as appropriate. 10. Provide three full -size sets of 100% Bidding Documents for the OWNER's review and comment within thirty (30) calendar days of after receiving OWNER's comments on the 90% documents. 11. Revise the documents in response to OWNER's and other parties' comments, as appropriate, and fiunish one (1) final bound copy, one (1) unbound copy, fifteen (15) CD's with an electronic copy (PDF format) of the revised 100% Bidding Documents and a revised opinion of probable Construction Cost to the OWNER within ten (10) calendar days after completion of reviewing 100% Bidding Documents with OWNER. B. (Modified) ENGINEER's services under the Final Design Phase will be considered complete on the date when the final copies of the revised documents have been delivered to and accepted by OWNER A1.03 Bidding or Negotiating Phase A. After acceptance by OWNER of the Bidding Documents and the most recent opinion of probable Construction Cost as determined in the Design Development Phase, and upon written authorization by OWNER to proceed, ENGINEER shall: 1. Assist OWNER in advertising for and obtaining bids or negotiating proposals for the Work. 2. Issue Addenda as appropriate to clarify, correct, or change the Bidding Documents. 3. Consult with OWNER as to the acceptability of subcontractors, suppliers, and other individuals and entities proposed by Contractor for those portions of the Work as to which such acceptability is required by the Bidding Documents. 4. (Modified) Attend the Mandatory Pre-Bid Conference, prepare Bid tabulation sheets, assemble contract documents, assist OWNER in both evaluating Bids or proposals and awarding contracts for the Work, and prepare a letter of recommendation for award. 5. (Added) Require its electrical subconsultant to attend the Mandatory Pre -Bid Conference, prepare Addenda as necessary, prepare responses to written questions, and provide-support in reviewing bids. 6. (Added) Assist in connection with Bid protests, rebidding, or re- negotiating contracts for construction, materials, equipment, or services. B. (Modified) The Bidding or Negotiating Phase will be considered complete upon commencement of the Construction Phase. A1.04 Construction Phase A. Upon successful completion of the Bidding and Negotiating Phase, and upon written authorization from OWNER, ENGINEER shall: 1. General Administration of Construction Contract. Consult with OWNER and act as OWNER's representative as provided in the General Conditions. The extent and limitations of the duties, responsibilities and authority of ENGINEER as assigned in said General Conditions shall not be Page 5 of 9 pages (Exhibit A — Engineer's Services) modified, except as ENGINEER may otherwise agree in writing. All of OWNER's instructions to Contractor will be issued through ENGINEER, who shall have authority to act on behalf of OWNER in dealings with Contractor to the extent provided in this Agreement and said General Conditions except as otherwise provided in writing. 2. (Modified) Selecting Independent Testing Laboratory. Assist OWNER in the selection of an independent testing laboratory to perform the services identified in paragraph B2.01, if any. 3. Pre - Construction Conference. Prepare pre - construction conference agendas. Conduct a Pre - Construction Conference prior to commencement of Work at the Site. Furnish three (3) full -size set of drawings labeled issued for construction at the Pre- Construction Conference. Prepare and distribute meeting notes. 4. Baselines and Benchmarks. As appropriate, establish baselines and benchmarks for locating the Work which in ENGINEER's judgment are necessary to enable Contractor to proceed. 5. Visits to Site and Observation of Construction. In connection with observations of Contractor's work in progress while it is in progress: a. (Modified) Make visits to the Site at intervals appropriate to the various stages of construction, appropriate to verify Contractor's payment requests, and as ENG[NEER and/or OWNER deems necessary, in order to observe as an experienced and qualified design professional the progress and quality of the Work Such visits and observations by ENGINEER, and the Resident Project Representative, if any, are not intended to be exhaustive or to extend to every aspect of Contractor's work in progress or to involve detailed inspections of Contractor's work in progress beyond the responsibilities specifically assigned to ENGINEER in this Agreement and the Contract Documents, but rather are to be limited to spot checking, selective sampling, and similar methods of general observation of the Work based on ENGINEER's exercise of professional judgment as assisted by the Resident Project Representative, if any. Based on information obtained during such visits and such observations, ENGINEER will determine if Contractor's work is proceeding in accordance with the Contract Documents, and ENGINEER shall keep OWNER informed of the progress of the Work. b. (Modified) The purpose of ENGINEER's visits to, and representation by the Resident Project Representative, if any, at the Site, will be to enable ENGINEER to better carry out the duties and responsibilities assigned to and undertaken by ENGINEER during the Construction Phase, and, in addition, by the exercise of ENGINEER's efforts as an experienced and qualified design professional, to provide for OWNER a greater degree of confidence that the completed Work will substantially conform to the Contract Documents and that the integrity of the design concept of the completed Project as a functioning whole as indicated in the Contract Documents has been implemented and preserved by Contractor. ENGINEER shall not, during such visits or as a result of such observations of Contractor's work in progress, supervise, direct, or have control over Contractor's work, nor shall ENGINEER have authority over or responsibility for the means, methods, techniques, sequences, or procedures of construction selected by Contractor, for safety precautions and programs incident to Contractor's work, or for any failure of Contractor to comply with Laws and Regulations applicable to Contractor's finnishing and performing the Work Accordingly, ENGINEER neither guarantees the performance of any Contractor nor assumes responsibility for any Contractor's failure to famish and perform its work in accordance with the Contract Documents. 6. Perform or provide the following additional Construction Phase tasks or deliverables: a. Retain the services of an Electrical Consultant to attend the Pre - Construction Conference, if requested by OWNER; to respond to all RFIs, shop drawings and submittal review related to electrical and instrumentation work; to perform interim inspection(s) to observe as an experienced and qualified electrical professional the progress and quality of the Work; to Page 6 of 9 pages (Exhibit A — Engineer's Services) provide a detailed punch list of items in need of correction; and to conduct a final inspection to determine compliance with the Construction Documents. 7. (Modified) Defective Work. Recommend to OWNER that Contractor's work be disapproved and rejected while it is in progress if, on the basis of such observations, ENGINEER believes that such work will not produce a completed Project that substantially conforms to the Contract Documents or that it will prejudice the integrity of the design concept of the completed Project as a functioning whole as indicated in the Contract Documents. 8. Clarifications and Interpretations, Field Orders. Issue necessary clarifications and interpretations of the Contract Documents as appropriate to the orderly completion of Contractor's work. Such clarifications and interpretations will be consistent with the intent of and reasonably inferable from the Contract Documents. ENGINEER may issue Field Orders authorizing minor variations from the requirements of the Contract Documents. 9. Change Orders and Work Change Directives. Recommend Change Orders and Work Change Directives to OWNER, as appropriate, and prepare Change Orders and Work Change Directives as required. 10. Shop Drawings and Samples. Review and approve or take other appropriate action in respect to Shop Drawings and Samples and other data which Contractor is required to submit, but only for conformance with the information given in the Contract Documents and compatibility with the design concept of the completed Project as a functioning whole as indicated in the Contract Documents. Such reviews and approvals or other action will not extend to means, methods, techniques, sequences or procedures of construction or to safety precautions and programs incident thereto. ENGINEER has an obligation to meet any Contractor's submittal schedule that has earlier been acceptable to ENGINEER. 11. Substitutes and "or- equal. " Evaluate and determine the acceptability of substitute or "or- equal" materials and equipment proposed by Contractor, but subject to the provisions of paragraph A2.01 of this Exhibit A. 12. Inspections and Tests. Require such special inspections or tests of Contractor's work as deemed reasonably necessary, and receive and review all certificates of inspections, tests, and approvals required by Laws and Regulations or the Contract Documents. ENGINEER's review of such certificates will be for the purpose of determining that the results certified indicate compliance with the Contract Documents and will not constitute an independent evaluation that the content or procedures of such inspections, tests, or approvals comply with the requirements of the Contract Documents. ENGINEER shall be entitled to rely on the results of such tests. 13. (Modified) Disagreements between OWNER and Contractor. Render formal written decisions on all claims of OWNER and Contractor relating to the acceptability of Contractor's work or the interpretation of the requirements of the Contract Documents pertaining to the execution and progress of Contractor's work. In rendering such decisions, ENGINEER shall be fair and not show partiality to OWNER or Contractor. 14. Applications for Payment. Based on ENGINEER's observations as an experienced and qualified design professional and on review of Applications for Payment and accompanying supporting documentation: a. Determine the amounts that ENGINEER recommends Contractor be paid within five calendar days of receiving a payment request. Such recommendations of payment will be in writing and will constitute ENGINEER's representation to OWNER, based on such observations and review, that, to the best of ENGINEER's knowledge, information and belieij Contractor's work has progressed to the point indicated, the quality of such work is substantially in accordance with the Contract Documents (subject to an evaluation of the Work as a functioning whole prior to or Page 7 of 9 pageF (Exhibit A — Engineer's Services) upon Substantial Completion, to the results of any subsequent tests called for in the Contract Documents and to any other qualifications stated in the recommendation), and the conditions precedent to Contractor's being entitled to such payment appear to have been fulfilled in so far as it is ENGINEER's responsibility to observe Contractor's work In the case of unit price work, ENGINEER's recommendations of payment will include final determinations of quantities and classifications of Contractor's work (subject to any subsequent adjustments allowed by the Contract Documents). The responsibilities of ENGINEER contained in paragraph A1.04.A.5.a are expressly subject to the limitations set forth in paragraph A1.04.A.5.b and other express or general limitations in this Agreement and elsewhere. b. By recommending any payment, ENGINEER shall not thereby be deemed to have represented that observations made by ENGINEER to check the quality or quantity of Contractor's work as it is performed and fiunished have been exhaustive, extended to every aspect of Contractor's work in progress, or involved detailed inspections of the Work beyond the responsibilities specifically assigned to ENGINEER in this Agreement and the Contract Documents. Neither ENGINEER's review of Contractor's work for the purposes of recommending payments nor ENGINEER's recommendation of any payment including final payment will impose on ENGINEER responsibility to supervise, direct, or control Contractor's work in progress or for the means, methods, techniques, sequences, or procedures of construction or safety precautions or programs incident thereto, or Contractor's compliance with Laws and Regulations applicable to Contractor's furnishing and performing the Work. It will also not impose responsibility on ENGINEER to make any examination to ascertain how or for what purposes Contractor has used the moneys paid on account of the Contract Price, or to determine that title to any portion of the work in progress, materials, or equipment has passed to OWNER free and clear of any liens, claims, security interests, or encumbrances, or that there may not be other matters at issue between OWNER and Contractor that might affect the amount that should be paid. 15. Contractor's Completion Documents. a. (Modified) Receive bonds, certificates, or other evidence of insurance not previously submitted and required by the Contract Documents, certificates of inspection, tests and approvals, Shop Drawings, Samples and other data approved as provided under paragraph A1.04.A.10, and the annotated record documents which are to be assembled by Contractor in accordance with the Contract Documents to obtain final payment. The extent of such ENGINEER's review will be limited as provided in paragraph A1.04.A- 10. b. ENGINEER shall transmit these documents to OWNER within ten (10) calendar days of receipt of documents from Contractor. c. (Added) Preparing and furnishing to OWNER Record Drawings on reproducible mylar and in adobe .pdf format showing appropriate record information based on Project annotated record documents received from Contractor. 16. Inspection. Promptly after notice from Contractor that Contractor considers the entire Work ready for its intended use, in company with OWNER and Contractor, conduct an inspection to determine if the Work is finally complete. ENGINEER shall prepare a punch -lists as necessary for the Work to achieve final completion. 17. (Modified) Final Notice of Acceptability of the Work. Conduct a final inspection to determine if the completed Work of Contractor is acceptable so that ENGINEER may recommend, in writing, final payment to Contractor. Accompanying the recommendation for final payment, ENGINEER shall also provide a notice in the form attached hereto as Exhibit E (the "Notice of Acceptability of Work.") that to the best of ENGINEER's knowledge, information and belief and upon the exercise of ENGINEER'S due diligence, the Work is acceptable and is in compliance with the Contract Documents. Page 8 of 9 pages (Exhibit A - Engineer's Services) B. Duration of Construction Phase. The Construction Phase will commence with the execution of the first Construction Agreement for the Project or any part thereof and will terminate upon final payment to the Contractor. C. Limitation of Responsibilities. ENGINEER shall not be responsible for the acts or omissions of any Contractor, or of any of its subcontractors, suppliers, or of any other individual or entity performing or furnishing any of the Work. ENGINEER shall not be responsible for failure of any Contractor to perform or furnish the Work in accordance with the Contract Documents. PART 2 — ADDITIONAL SERVICES A2.01 Additional Services Requiring OWAER's Authorization in Advance Not Included A2.02 Required Additional Services Not Included Page 9 of 9 pages (Exhibit A — Engineer's Services) This is EXHIBrI' B, consisting of 2 pages, referred to in and part of the Agreement between OWNER and ENGINEER for Professional Services dated Initial: OWNER ENGINEER Gv" OWNER's Responsibilities Article 2 of the Agreement is amended and supplemented to include the following agreement of the parties. B2.01 In addition to other responsibilities of OWNER as set forth in this Agreement, OWNER shall: A- Provide ENGINEER with all criteria and full information as to OWNER's requirements for the Project, including design objectives and constraints, space, capacity and performance requirements, flexibility, and expandability, and any budgetary limitations; and fiumish copies of all design and construction standards which OWNER will require to be included in the Drawings and Specifications; and famish copies of OWNER's standard forms, conditions, and related documents for ENGINEER to include in the Bidding Documents, when applicable. B. Furnish to ENGINEER any other available information pertinent to the Project including reports and data relative to previous designs, or investigation at or adjacent to the Site. However, nothing herein shall require the City to tender such information in any particular format. C. (Modified) Following ENGINEER's assessment of initially - available Project information and data and upon ENGINEER's written request, furnish or otherwise make available such additional available Project related information and data as is reasonably required to enable ENGINEER to complete its Basic and Additional Services. 1. (Not Used). 2. (Not Used). 3. (Not Used). 4. (Not Used). 5. (Not Used). 6. (Not Used). D. (Not Used). E. (Modified) Authorize ENGINEER to provide Additional Services as set forth in Part 2 of Exhibit A of the Agreement as the OWNER determines is necessary. F. (Modified) Arrange for access to and make all provisions for ENGINEER to enter upon public property as required for ENGINEER to perform services under the Agreement. G. Examine all alternate solutions, studies, reports, sketches, Drawings, Specifications, proposals, and other documents presented by ENGINEER (including obtaining advice of an attorney, insurance counselor, and other advisors or Consultants as OWNER deems appropriate with respect to such examination) and render in writing timely decisions pertaining thereto. H. (Not Used). Page 1 of 2 pages (Exhibit B - OWNER's Responsibilities) I. (Not Used). J. Advise ENGINEER of the identity and scope of services of any independent Consultants employed by OWNER to perform or fiunish services in regard to the Project, including, but not limited to, cost estimating, project peer review, value architectural, and constructability review. K Furnish to ENGINEER data as to OWNER's anticipated costs for services to be provided by others for OWNER so that ENGINEER may make the necessary calculations to develop and periodically adjust ENGINEER's opinion of Total Project Costs. L. (Modified) If OWNER designates a construction manager or an individual or entity other than, or in addition to, ENGINEER to represent OWNER at the Site, define and set forth the duties, responsibilities, and limitations of authority of such other party and the relation thereof to the duties, responsibilities, and authority of ENGINEER. M. Attend the pre -bid conference, bid opening, pre- construction conferences, construction progress and other job related meetings, and Substantial Completion and final payment inspections. N. Provide copies of daily observation reports prepared by OWNER's on -site representative to ENGINEER during construction phase. Page 2 of 2 pages (Exhibit B - OWNER's Responsibilities) This is EXHIBIT C, consisting of 3 pages, referred to in and part of the Agreement between OWNER and ENGINEER for Professional Services dated Payments to ENGINEER for Services and Reimbursable Expenses Article 4 of the Agreement is amended and supplemented to include the following agreement of the parties: ARTICLE 4 -- PAYMENTS TO THE ENGINEER C4.01 For Basic Services Having A Determined Scope —Cost not to Exceed Method of Payment A. OWNER shall pay ENGINEER for Basic Services set forth in Exhibit A as follows: 1. (Modified) A cost not to exceed amount of $176,500.00, based upon the rate schedule, which is attached as Appendix 1 of Exhibit C and incorporated herein for all intents and purposes. The cost not to exceed does not include those Engineer's Consultant's charges as provided below in this Article 4, Subparagraph C4.05. Additionally, the cost not to exceed will be distributed at the completion of each phase in an amount not exceeding the following for each task: 1. Preliminary Design Phase .................$37,000 2. Final Design Phase ............................. $95,500 2. Bidding(NegotiatingPhase .................$7,600 3. Construction Phase ... ........................$36,400 2. (Modified) ENGINEER may with the consent of OWNER alter the distribution of compensation between individual phases noted herein to be consistent with services actually rendered, but shall not exceed the total cost not to exceed amount unless approved in writing by the OWNER. Initial: OWNER ENGINEER,iJ_(z.) the cost not to exceed to account for labor, overhead, profit, and Reimbursable Expenses. 4. Not Used. 5. The portion of the amount billed for ENGINEER's services will be based upon total services actually completed during the billing period. C4.02 For Basic Services Having An Undetermined Scope — Direct Labor Costs Times a Factor Method of Payment A. (Not Used). C4.03 For Additional Services A. OWNER shall pay ENGINEER for Additional Services as follows: 1. General. For services of ENGINEER's employees engaged directly on the Project pursuant to paragraph A2.01 or A2.02 of Exhibit A of the Agreement, except for services as a Consultant or witness under paragraph A2.0l.A.13, an amount equal to ENGINEER's Direct Labor Costs based upon the rate schedule, which is attached as Appendix 1 of Exhibit C and incorporated herein for all intents and purposes plus Reimbursable Expenses and ENGINEER's Consultant's charges, if any. Additional Services shall not exceed $0.00 without the prior written consent of the Owner. 2. (Deleted). 3. The cost not to exceed includes C4.04 For Reimbursable Expenses compensation for ENGINEER's services and services of its Consultants (with the exception of A. (Modified) OWNER shall pay ENGINEER those outlined in paragraph C4.05), if any. for Reimbursable Expenses at the rate set forth in Appropriate amounts have been incorporated in Appendix 2 of this Exhibit C. Before the OWNER Page 1 of 3 pages (Exhibit C - Basic Services With Determined Scope -- Cost not to exceed Method) shall be liable for any reimbursable expenses, the ENGINEER must obtain prior written approval of the OWNER of any expense that exceeds $1000.00 for which the ENGINEER seeks reimbursement. Reimbursable Expenses shall not exceed the following: a. Preliminary Design Phase ................... $1,500 b. Final Design Phase ............................. $2,000 b. Bid Phase ................... .........................$1,000 c. Construction Phase .... .........................$3,000 B. (Modified) Reimbursable Expenses include the following categories: mileage, parking tolls, long distance, reproduction of Drawings, Specifications, Bidding Documents, and similar Project - related items in addition to those required under Exhibit A, and, if authorized in advance by OWNER. C. The amounts payable to ENGINEER for Reimbursable Expenses will be the Project- related internal expenses actually incurred or allocated by ENGINEER, plus all invoiced external Reimbursable Expenses allocable to the Project, the latter multiplied by a Factor of (1.10) to the extent noted in Appendix 2 of this Exhibit C. D. Not Used. E. (Added) The OWNER must approve all travel expenses before the same are incurred. If such approval is not obtained, the OWNER shall not be liable for such travel expenses. C4.05 For ENGINEER's Consultant's Charges A. (Modified) Whenever compensation to ENGINEER herein is stated to include charges of ENGINEER's Consultants, those charges shall be the amounts billed by ENGINEER's Consultants to ENGINEER times a Factor of 1_1. The Consultant charges shall not exceed the following amounts specified for each portion of the Project. The charges include the factor, and are as follows: 1. Preliminary Design Phase Geotechnical ...... ............................... $10,200 Topographic Surveying ......................$4,800 Electrical ............. ............................... $4,700 2. Final Design Phase Boundary and Easement Services ....... $1,000 Electrical ........... ............................... $28,600 3. Bid Phase Electrical ............. ............................... $1,800 4. Construction Phase Electrical ........... ............................... $17,400 C4.06 Direct Labor Costs A. Direct Labor Costs means salaries and wages paid to ENGINEER's employees but does not include payroll related costs or benefits. B. (Not Used). 4.07 Rate Schedule A. (Modified) The Rate Schedule includes the cost of customary and statutory benefits including, but not limited to, social security contributions, unemployment, excise and payroll taxes, workers' compensation, health and retirement benefits, bonuses, sick leave, vacation, and holiday pay applicable thereto; the cost of general and administrative overhead, which includes salaries and wages of principals and employees engaged in business operations not directly chargeable to projects, plus non- Project operating costs, including but not limited to, business taxes, legal, rent, utilities, office supplies, insurance, and other operating costs; plus operating margin or profit. B. External Reimbursable Expenses and ENGINEER's Consultant's Fees include ENGINEER's overhead and profit associated with ENGINEER's responsibility for the administration of such services and costs. C4.08 Other Provisions Concerning Payment A. Progress Payments. The portion of the amounts billed for ENGINEER's services which are identified in paragraphs C4.01 and C4.03, will be based on the Rate Schedule for the cumulative hours charged to the Project during the billing period by all of ENGINEER's employees, plus Reimbursable Expenses and ENGINEER's Consultant's charges, if any. B. If ENGINEER, 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 OWNER's Director of Finance in writing. if the OWNER's Director of Finance becomes aware that the ENGINEER has incurred a debt, the OWNER's Director of Finance shall immediately notify the ENGINEER in writing. If the ENGINEER does not pay the debt within 30 calendar days of either such notification, the OWNER's Director of Finance may Page 2 of 3 pages (Exhibit C - All Other Services/Charges — Cost not to Exceed Method of Payment) deduct funds in an amount equal to the debt from any payments owed to the ENGINEER under this agreement, and the ENGINEER waives any recourse therefor. Page 3 of 3 pages (Exhibit C - All Other Services /Charges — Cost not to Exceed Method of Payment) APPENDIX i OF EXHIBIT C RATESCHEDULE Employee Classification Billing Rate Per Hour* Officer............................................................................................ ............................... $300 Senior Project Director ........................... ............................... ...........................$210--$250 Senior Environmental Project Manager .. ............................... ...........................$195 $235 Senior Structural Project Manager ......... ............................... ...........................$195—$235 SeniorProject Manager .......................... ............................... ...........................$180—$210 ProjectManager ...................................... ............................... ...........................$140—$180 Project Engineer ...................................... ............................... ........................... $100—$140 Engineerin Training .............................................................. ............................$80 $110 Senior Designer ...................................... ............................... ...........................$140—$160 CADDManager ...................................... ............................... ...........................$140 $180 CADDOperator ...................................................................... ............................$75—$140 Administrative Accountant ............................................................ ............................... $180 Clerical...................................................................................... ............................$40--$70 GISSpecialist ................................................................................ ............................... $220 *Services shall be billed upon the actual salaries times a multiplier of 3.10 not to exceed the maximum amount specified hereinabove for any employee classification. Page 1 of 1 pages (Appendix 1 to Exhibit C Rate Schedule) APPENDIX 2 OF EXHIBIT C REIINBURSEMENT OF COSTS REWBURSABLE EXPENSES Reasonable Out of Baytown/Houston Area Travel Expenses (Air, Hotel, Rental, etc.) ................................................................................ ..............................@ Cost Mileage (Standard Car or Truck) ......................... ............................... ............................IRS Approved Rate Page 1 of 1 pages (Appendix 2 to Exhibit C Reimbursement of Costs) This is EXIIIBIT G, consisting of 2 pages, referred to in and part of the Agreement between OWNER and ENGINEER for Professional Services dated Initial: OWNER ENGINEERCGI Insurance Paragraph 6.05 of the Agreement is amended and supplemented to include the following agreement of the parties. G6.05 Insurance Throughout the term of this Agreement, the ENGINEER at its own expense shall purchase, maintain and keep in force and effect insurance against claims for injuries to or death of persons or damages to property which may arise out of or result from the ENGINEER's operations and/or performance of the work under this Agreement, whether such operations and/or performance be by the ENGINEER, its agents, representatives, volunteers, employees or subcontractors or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable. The ENGINEER's insurance coverage shall be primary insurance with respect to the OWNER, its officers, agents and employees. Any insurance or self-insurance maintained by the OWNER, its officials, agents and employees shall be considered in excess of the ENGINEER's insurance and shall not contribute to it. Further, the ENGINEER shall include all subcontractors as additional insureds under its commercial general liability policies or shall finish separate certificates and endorsements for each subcontractor. All coverage for subcontractors 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 contract Commercial General Liability (CGL) General Aggregate: $2,000,000 Products & Completed Operations: $1,000,000 Personal & Advertising Injury: $1,000,000 Per Occurrence: $1,000,000 a. Coverage shall be broad form CGL b. No coverage shall be excluded from standard policy without notification of individual exclusions being attached for review and acceptance. Business Automobile Policy (BAP) Combined Single Limits: $1,000,000 a. Coverage for "Any Auto." Workers' Compensation Insurance Statutory Limits Employer's Liability $1,000,000 Waiver of Subrogation required Errors & Omissions (E &O) Limit: $2,000,000 a. For all architects, engineers and/or design companies. b. Claims -made form is acceptable. Page 1 of 2 Pages (Exhibit G - Insurance) c. Coverage will be in force for three (3) years after project is completed. Upon execution of this contract, ENGINEER shall file with the OWNER valid Certificates of Insurance and endorsements acceptable to the OWNER. Such Certificates shall contain a provision that coverage afforded under the policies will not be canceled, suspended, voided, or reduced until at least thirty (30) calendar days' prior written notice has been given to the OWNER via certified mail, return receipt requested. The ENGINEER shall also file with the OWNER valid Certificates of Insurance covering all subcontractors. The following are general requirements applicable to all policies: a. AM Best Rating of A:VII or better. b. Waiver of Subrogation required. c. Insurance carriers licensed and admitted to do business in State of Texas will be accepted. d. Liability policies will be on occurrence form. E & O can be on claims -made form. e. City of Baytown, its officials and employees are to be added as Additional Insured to the commercial general liability and business automobile policies. f. Upon request of and without cost to City of Baytown, certified copies of all insurance policies and/or certificates of insurance shall be fiunished to City of Baytown's representative. Certificates of insurance showing evidence of insurance coverage shall be provided to City of Baytown's representative prior to execution of this agreement. g. Upon request of and without cost to City of Baytown, loss runs (claims listing) of any and/or all insurance coverage shall be furnished to City of Baytown's representative. Page 2 of 2 pages (Exhibit G - Insurance) This is EX Mrr K, consisting of 2 pages, referred to in and part of the Agreement between OWNER and ENGINEER for Professional Services dated Initial: OWNER ENGINEER ENGINEER AGREES TO AND SHALL INDEMNIFY AND HOLD HARMLESS AND DEFEND OWNER, ITS OFFICERS, AGENTS, AND EMPLOYEES (HEREAFTER REFERRED TO AS "OWNER") FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, CAUSES OF ACTION, SUITS AND LIABILITY OF EVERY HIND, 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 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 ENGINEER OR THE ENGINEER'S AGENT, CONSULTANT UNDER CONTRACT, OR ANOTHER ENTITY OVER WHICH THE ENGINEER EXERCISES CONTROL (COLLECTIVELY ENGINEER'S PARTIES). IT IS THE EXPRESSED INTENTION OF THE PARTIES HERETO, BOTH ENGINEER AND OWNER, THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH IS INDEMNITY BY ENGINEER TO INDEMNIFY AND PROTECT OWNER FROM THE CONSEQUENCES OF ENGINEER'S PARTIES' OWN JOINT OR SOLE NEGLIGENCE. 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 ENGINEER'S PARTIES. IN THE EVENT THAT ANY ACTION OR PROCEEDING IS BROUGHT AGAINST THE OWNER FROM WHICH THE OWNER IS INDEMNIFIED, ENGINEER FURTHER AGREES AND COVENANTS TO DEFEND THE ACTION OR PROCEEDING BY LEGAL COUNSEL ACCEPTABLE TO THE OWNER. THE INDEMNITY PROVIDED Page 1 of 2 Pages (Exhibit K - Indemnification) HEREINABOVE SHALL SURVIVE THE TERMINATION AND /OR EXPIRATION OF THIS AGREEMENT. By this Agreement the Owner does not consent to litigation or suit, and the owner 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. ENGINEER assumes full responsibility for its work performed hereunder and hereby releases, relinquishes and discharges OWNER, its officers, agents, and employees from all claims, demands, and causes of action of every kind and character for any injury to or death of any person and/or any loss of or damage to any property that is caused by or alleged to be caused by, arising out of, or in connection with ENGINEER's work to be performed hereunder. This release shall apply with respect to ENGINEER's work regardless of whether said claims, demands, and causes of action are covered in whole or in part by insurance. The protections afforded to OWNER in this Exhibit K shall control and supersede any apportionment of liability or release of liability contained elsewhere in the Contract Documents. Page 2 of 2 Pages (Exhibit K - Indemnification) A� �>4 CERTIFICATE OF LIABILITY INSURANCE 6/1/2015 DATE (MWDD/YYYY) 11/412014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. if SUBROGATION IS WANED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Lockton Companies 444 W. 47th Street, Suite 900 Kansas City MO 64112 -1906 (816) 960 -9000 NAMe: TACT PHONE ac E p 3 IL INSURERS AFFORDING COVERAGE NAIC p INSURER A: Hartford Fire Insurance Company 19682 6/1/2015 INSURED 1014392 HDR ENGINEERING, INC. 8404 INDIAN HILLS DRIVE INsunst a: Travelers Property Casual Co of America MAGE TO RENTED -PREMISES (Ea occurrence) INSURER c: New Hampshire Insurance Company 23841 INSURER o: Lexington Insurance Company 19437 OMAHA, NE 681 144049 INSURER E: National Union Fire Ins Co Pinsbur h PA 19445 IINSURER F: GENERAL AGGREGATE f rnvcoer_ec TTI11D TAin1 L`FRTICICATF Nl IMRFR• 111244gAl REVISION NUMBER: XXXXXXX THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADD SUER POLICY HUMBER POLICY EFF MWOD POLICY EXP MM/DD LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE OCCUR CONTRACTUAL LIAB Y Y 37CSEQUO950 6/1/2014 6/1/2015 EACH OCCURRENCE MAGE TO RENTED -PREMISES (Ea occurrence) f 300.000 X eEN'L R7 MED EXP (Any one person) f PERSONAL & ADV INJURY f 1,000,000 AGGREGATE LIMIT APPLIES PER: POLICY ❑X JECT LOC OTHER: GENERAL AGGREGATE f PRODUCTS - COMPIOP AGO S 00 f * A A AUTOMOBILE LIABILITY X ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS NON -OWNED X HIRED AUTOS X AUTOS Y Y 37CSEQUO951 (AOS) 37CSE U0952 37CSE1 60 ) 6/1 12014 6/112014 6/112014 6/1/2015 6/1/2015 6/1/2015 COMBINED SINGLE (En accident) f 0 BODILY INJURY (Per person) f } BODILY INJURY Per accident PROPERTY DAMAGE s XXXXXXX f XXXXXXX B X UMBRELLA LIAB X I OCCUR EXCESS LIAB CLAIMS-MADE N N ZUP- IOR64084 -14 -NF (EXCLUDES PROF. LIAB � ) 6/l/2014 6/1/2015 EACH OCCURRENCE f 1,000,000 AGGREGATE $ 1,000, 0 Q DED I I RETENTIONS $XXXXXXX C C E WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/ PA 131LIT EXECUTSVE YIN OFFICERIMEMBEREXCLUC (Mandatory in NH) If yes describe under DESCRIPTION OF OPERATIONS below NIA Y 027527762 (ADS) 027527764(ME) 027527763 CA 7/1/2014 7/112014 7/1/2014 7/1/2015 7/1/2015 7/1/2015 X STATUTE - ER EL EACH ACCIDENT f �� EL DISEASE -EA EMPLOYEE f 1,000.000 E.L. DISEASE - POLICY LIMIT f 1,000,000 D ARCH & ENG PROFESSIONAL LIABILITY N I N 061853691 6/1/2014 16/1/2015 PER CLAIM: $2,000,000 AGGREGATE: 52,000,000. DESCRIPTION OF OPERATIONS 1 LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space Is required) RE: REPLACEMENT OF GARTH ROAD LIFT STATION. CITY OF BAYTOWN, ITS OFFICIALS AND EMPLOYEES ARE NAMED AS ADDITIONAL P4SURED ON GENERAL LIABILITY AND AUTO ON A PRIMARY, NON - CONTRIBUTORY BASIS, AS PER WRITTEN CONTRACT. WAIVER OF SUBROGATION APPLIES WHERE ALLOWABLE BY LAW. 30 DAYS NOTICE OF CANCELLATION APPLIES, 10 DAYS NOTICE FOR NON - PAYMENT OF PREMIUM. 13186562 CITY OF BAYTOWN ATTENTION: JOSE A. PASTRANA, P.E. P.O. BOX 424 BAYTOWN TX 77422 -0424 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 0 1988 -2014 ACORD CORPORATION. All rights reserVed. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 37CSEQUO950 CONEWERCIAL GENERAL LIABILITY CG 20 10 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED --- OWNERS, LESSEES OR CONTRACTORS — SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: AS PER WRITTEN CONTRACT, ON A PRIMARY, NON - CONTRIBUTORY BASIS (Information required to complete this Schedule, if not shown above, will be shown in the Declarations.) A. Section II - Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equipment famished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. CG 20 10 07 04 Miscellaneous Attachment: M5509 Certificate ID: 13186562 POLICY NUMBER: 37CSEQUO950 COMMERCIAL GENERAL LIABILITY CG 20 37 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: ANY PERSON OR ORGANIZATION WITH WHOM YOU HAVE AGREED, THROUGH WRITTEN CONTRACT, AGREEMENT OR PERMIT, EXECUTED PRIOR TO THE LOSS, TO PROVIDE ADDITIONAL INSURED COVERAGE FOR COMPLETED OPERATIONS. Location And Description of Completed Operations: ANY LOCATION WHERE YOU HAVE AGREED, THROUGH WRITTEN CONTRACT, AGREEMENT OR PERMIT, EXECUTED PRIOR TO THE LOSS, TO PROVIDE ADDITIONAL INSURED COVERAGE FOR COMPLETED OPERATIONS. Information required to complete this Schedule, if not shown above will be shown in the Declarations. Section 11- Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the schedule of this endorsement performed for that additional insured and included in the "products - completed operations hazard ". CG 20 37 07 04 Miscellaneous Attachment: M5509 Certificate ID: 13186562 POLICY NO. 37CSE000951 HARTFORD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED AND RIGHTS OF RECOVERY AGAINST OTHERS This endorsement modifies Insurance provided under the following: BUSINESS AUTO COVERAGE FORM A. Any person or organization whom you are required by contract to name as additional insured is an "insured" for LIABILITY COVERAGE but only to the extent that person or organization qualifies as an "insured" under the WHO IS AN INSURED provision of Section II - LIABILITY COVERAGE. B. For any person or organization for whom you are required by contract to provide a waiver of subrogation, the Loss Condition - TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US is applicable. Name of Additional Insured Person(s) of Organization(s): Blanket coverage as required by written contract. Hartford Form #HA9913 Miscellaneous Attachment: M6986 Certificate ID: 13186562 Policy No. 37CSEQUO950 HARTFORD Included in General Liabifity Coverage Form HG 00 0106 05 Waiver Of Rights Of Recovery (Waiver of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. Miscellaneous Attachment: M10654 Certificate ID: 13186562 WORKERS'COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY POLICY NUMBER: 027527762 (AOS) 027527763 (CA) 027527764 (ME) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule. Schedule ALL PERSONS AND /OR ORGANIZATIONS THAT REQUIRE IN A WRITTEN CONTRACT OR AGREEMENT WITH THE INSURED, EXECUTED PRIOR TO AN ACCIDENT OR LOSS, THAT WAIVER OF SUBROGATION BE PROVIDED UNDER THIS POLICY FOR WORK PERFORMED BY YOU FOR THAT PERSON AND /OR ORGANIZATION. WC 00 03 13 (Ed. 04 -84) Copyright 1983 National Council on Compensation Insurance. HDR, INC. PAGE 001 POLICY EFFECTIVE 7 -01 -14 Miscellaneous Attachment: M13279 Certificate ID: 13186562