Ordinance No. 13,021ORDINANCE NO. 13, 021
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN,
TEXAS, APPROVING THE PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE BAYTOWN AREA WATER AUTHORITY AND SHRADER
ENGINEERING, INC., FOR THE BAYTOWN AREA WATER AUTHORITY
SCADA UPGRADE PROJECT IN AN AMOUNT NOT TO EXCEED SIX
HUNDRED THIRTY -TWO THOUSAND THREE HUNDRED FIFTY -THREE
AND NO /100 DOLLARS ($632,353.00); 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 approves the
Professional Services Agreement between the Baytown Area Water Authority and Shrader
Engineering, Inc., for the design and implementation of the Baytown Area Water Authority
SCADA Upgrade Project in an amount not to exceed SIX HUNDRED THIRTY -TWO
THOUSAND THREE HUNDRED FIFTY -THREE AND NO /100 DOLLARS ($632,353.00). A
copy of such agreement is attached hereto as Exhibit "A" and incorporated herein for all intents
and purposes.
Section 2: This ordinance shall take effect immediately from and after its passage by
the City Council of the City of Baytown. j
INTRODUCED, READ and PASSED by the affirm ati vote of the City Council of the
City of Baytown this the 22nd day of October, 2015.
ATT ST:
LETICIA BRYSCH, ' Clerk
APPROVED AS TO FORM:
4 ttRAMIREZ, SR., t Attorney
DONCARLOS, Ma
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Exhibit "A"
STANDARD FORM OF AGREEMENT
BETWEEN OWNER AND ENGINEER
FOR
PROFESSIONAL SERVICES
THIS AGREEMENT effective as of the __ day of October, 2015 ( "Effective Date ").
Between
Baytown Area Water Authority ( "OWNER ")
and
Shrader Engineering, Inc. ( "ENGINEER ")
ENGINEER shall perform professional services necessary for the Baytown Area Water Authority Water Treatment
Plant ( "WTP ") SCADA Upgrade Project, which includes, but is not limited to, engineering services associated with
the upgrade of the SCADA software, the upgrade of the SCADA network, and training ( "Project "). The SCADA
design will follow the standards set by the City's SCADA master plan, which include the use of Allen - Bradley PLC's
and VTSCADA HMI software. The Project will entail not only the replacement of the PLCs within the SCADA
system, additional plant sensors and devices will be added to the system to improve overall plant operability.
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 I of 12
TABLE OF CONTENTS Pane
ARTICLE 1 - SERVICES OF ENGINEER ...... ............................... .
3
1.01 Scope .................................................................................................................................. ...............................
ARTICLE 2 - OWNER'S RESPONSIBILITIES 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 ................................................ ...............................
6.03 Design without Installation phase Services ............................ ............................... ....... ... .............................., 5
6.04 Use of Documents ............................... .. ,, ... ,.....,.
6.05 Insurance ............................. ............................................................................... ............................... 5
6.06 Termination ........................................................................................................................ ............................... 6
6
6.07 Controlling Law .................................................................................................................. ...............................
6.08 Successors, Assigns, and Beneficiaries ................................................................ ............................... 6
...........
6.09 Dispute Resolution ............................................................................................................. ............................... 7
6.10 Hazardous Environmental Condition ...................................................................... ............................... 7
...........
6.11 Allocation of Risks ........................................................................ ...............................
6.12 Notices ... ............................... 7
7
6.13 Survival ........................... .............................................................................................. ...............................
7
6.14 Severability , ......................................................................................................................... ............................... 7
6.15 Waiver ...........................
6.16 Headings ............................................................................................................................. ............................... 8
ARTICLE7 - DEFINITIONS ............................................................................................................... ............................... 8
7.01 Defined Terms ................................................................................................................... ............................... 8
ARTICLE 8 - EXHIBITS AND SPECIAL PROVISIONS .................................................................. ............................... 9
8.01 Exhibits Included ................................................................................................................ ............................... 9
8.02 Total Agreement ............................................................................................................... ............................... 10
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 issuance of a notice to proceed by the
OWNER, ENGINEER is authorized to begin Basic Services
as set forth in Exhibit A.
C. (Deleted).
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 perform the
services required herein for the Project ENGINEER's
obligation to render services hereunder will be for whatever
period necessary for the final completion of said services.
B. (Deleted).
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 ENGINEER's services are delayed or
suspended in whole or in part by OWNER, 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, among other things, such delay or 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 ENG�NEER
for Basic Services performed or furnished under Exhibit A,
Part 1, as set forth in Exhibit C.
B. For Additional Services. OWNER shgll pay
ENGINEER for Additional Services performed or famished
under Exhibit A, Part 2, as set forth in Exhibit C.
C. (Modified) For Reimbursable Expenses, In
addition to payments provided for in paragraphs 4.0LA and
4.01.13, OWNER shall pay ENGINEER for Reimbursable
Expenses incurred by ENGINEER and ENGINEER's
Consultants as set forth in Exhibit C. However, all expenses
associated with meals and lodging must be approlyed 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 or any
such expenses.
4.02 Other Provisions Concerning Payments
A. Preparation of Invoices. Invoices will be prepared
in accordance with OWNERN standard processing p ices
and will be submitted to OWNER monthly via mail o�email
by ENGINEER, unless otherwise agreed. ENGINEE shall
supply detailed back -up information along with each i ivoice
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.
B. (Modified) Payment of Invoices. Invoices are due
and payable within 30 days after the receipt of the invoie and
the necessary backup information. If OWNER fails to make
any payment due ENGINEER for services and a enses
within 30 days after receipt of ENGINEER's invoice d the
required backup documentation therefor, the amoun due
ENGINEER will accrue interest at the rate set f h in
Section 2251.025 of the Texas Government Code r the
maximum rate of interest permitted by law, if less) a r the
30th day. ENGINEER may after giving seven days' iten
notice to OWNER suspend services under this Agreement
until ENGINEER has been paid in frill all amounts due for
services, expenses, and other related charges. However, it is
expressly understood and agreed that ENGINEER will not
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 3 of 12
charge any interest or penalty as set forth herein on any
portion of an invoice that is disputed and/or withheld in
accordance with paragraph 4.02 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.
I. 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 service have been
tendered to the OWNER.
2. (Deleted)
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.
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 oI labor,
materials, equipment, or services furnished by others, or over
the Contractor's methods of determining prices, or over
competitive bidding or market conditions, ENGINEER cannot
and does not guarantee that proposals, bids, or actual
Construction Cost will not vary from opinions of p bable
Construction Cost prepared by ENGINEER. If O�JVNER
wishes greater assurance as to probable Construction Cost,
OWNER shall employ an independent cost estimator as
provided in Exhibit B.
5.02 Designing to Construction Cost Limit
A. (Deleted)
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 pro ional
engineering and related services performed or furnished by
ENGINEER under this Agreement will be the care ard skill
ordinarily used by members of ENGINEER's pro ession
practicing under similar circumstances at the same time and in
the same locality.
B. (Modified) ENGINEER shall be responsible !or the
technical accuracy of its services and documents ulting
therefrom, and OWNER shall not be responsib a for
discovering deficiencies therein. ENGINEER shall correct
such deficiencies without additional compensation exr(ept to
the extent such action is directly attributable to deficiencies in
OWNER - famished 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 Pr .ect to
which this Agreement applies. ENGINEER shall s e as
OWNER's prime professional for the Project. ENGINEER
may employ such ENGINEER's Consultants as ENGI 14EER
deems necessary to assist in the performance or furnist ing of
the services. ENGINEER shall not be required to employ any
ENGINEER's Consultant unacceptable to ENGINEER.
D. ENGINEER and OWNER shall comply with
applicable laws or Regulations and OWNER -ma dated
standards. This Agreement is based on these requirem nts as
of its Effective Date. Changes to these requirements a er the
Effective Date of this Agreement may be the basis for
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Between Owner and Engineer for Professional Services
Page 4 of 12
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 furnishing 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 Installation 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.
1. During the Installation 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), subcon ctor or
supplier, or of any of the Contractor's agents or emplo ees or
any other persons (except ENGINEER's own employees and
its consultants for which it is legally liable) at the Site or
otherwise furnishing 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 perfor)ned or
furnished 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
ply.
6.03 Design without Installation phase Services
(Deleted).
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 the OWNER and the ENGINEER's
consultants consistent with this Agreement. Within) seven
days of any termination or expiration of this Agreement, the
ENGINEER shall be required to tender to OWNER all
Instruments of Service; provided OWNER has paid all
monies, excluding any disputed amount, due and ov(eng 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 ervice
for any purposes which the OWNER sees fit, includi g, but
not limited to, subsequent construction, reconstriction,
alteration, and/or repairs of the Project.
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 Elibit B
unless otherwise expressly stated or communicated by
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 5 of 12
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 ENGINEER. Files in
electronic media format of text, data, graphics, or of other
types that are furnished 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 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 60day 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 govem.
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 ENG ER,
at OWNER's sole expense, provide additional in urance
coverage, increased limits, or revised deductibles t iat 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 ENGINEER's Consultants to obtain such
additional insurance coverage, different limits, or revised
deductibles for such periods of time as requested by 0 1,VNER,
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 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 days written
notice if ENGINEER is being requested by OWNER
to furnish or perform services contrary to
ENGINEER's responsibility as a licensed
professional.
c. Notwithstanding the foregoing,
Agreement will not terminate as a result c
substantial failure if the party receiving such
begins, within seven days of receipt of such no
correct its failure to perform and proceeds dil
to cure such failure within no more than 30 c
receipt thereof, provided, however, that if and
extent such substantial failure cannot be reas
cured within such 30 day period, and if sucl
has diligently attempted to cure the sam
thereafter continues diligently to cure the sarr
the cure period provided for herein shall exti
to, but in no case more than 60 days after the
receipt of the notice.
2. For convenience by OWNER effective
receipt of notice by ENGINEER.
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 6 of 12
this
such
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.
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 6.08.B 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 est of
its knowledge and belief to ENGINEER the existence of all
Asbestos, PCB's, Petroleum, Hazardous Wase, or
Radioactive Material located at or near the Site, inibluding
type, quantity and location.
C. (Modified) If a Hazardous Enviro ental
Condition is encountered or alleged, ENGINEER shad have
the obligation to notify OWNER on or before the next
business day of the same.
D. It is acknowledged by both partie,, that
ENGINEER's scope of services does not include any s rvices
related to a Hazardous Environmental Condition. In the event
ENGINEER or any other party encounters a Ha ous
Environmental Condition, ENGINEER may, at its opti n and
without liability for consequential or any other d;ages,
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 H ous
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 bec e an
"an-anger," "operator," "generator," or "transporter, of
hazardous substances, as defined in the Compre ensive
Environmental Response, Compensation, and Liability Act of
1990 (CERCLA), which are or may be encountered at r near
the Site in connection with ENGINEER's activities un er 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 ustify
ENGINEER's terminating this Agreement for cause 30
days notice.
6.11 Allocation of Risks
A. (Modified) Indemnification. See Exhibit K.
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
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Between Owner and Engineer for Professional Services
Page 7 of 12
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 furnished 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 m*esdng
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 fork to
be performed.
8. Bidding Documents —Thc advertisement or invitation
to Bid, instructions to bidders, the Bid form and attachiments,
the Bid bond, if any, the proposed Contract Documents, and
all Addenda, if any.
9. Change Order —A document recommend d by
ENGINEER, which is signed by Contractor and OW ER 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 Aereement.
10. Construction Agreement —The written instrument
which is evidence of the agreement, contained in the Cntract
Documents, between OWNER and Contractor covenpg the
Work. I
11. Construction Contract —The entire and
written agreement between the OWNER and
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 Pthers
to OWNER pursuant to Exhibit B of this Agreement.
Construction Cost is one of the items comprising Total Project
Costs.
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 8 of 12
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 ENGINEER'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 Times —The numbers of 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 gra hically
shows the scope, extent, and character of the Wor t o be
performed by Contractor. Shop Drawings are not Dra ings as
so defined.
21. Effective Date of the Construction Agreeme it—The
date indicated in the Construction Agreement on mhich it
becomes effective, but if no such date is indicated, it means
the date on which the Construction Agreement is sigred and
delivered by the last of the two parties to sign and deliver.
22. F,.ftctive Date of the Agreement —The date in icated
in this Agreement on which it becomes effective, b if no
such date is indicated, it means the date on wh' h the
Agreement is signed and delivered by the last of the two
parties to sign and deliver.
23. ENGINEER's Consultants— Individuals or entities
having a contract with ENGINEER to furnish services ith
respect to this Project as ENGINEER's independent
professional associates, consultants, subcontracto or
vendors. The term ENGINEER includes ENGI1E ER's
Consultants. II
24. Field Order —A written order issued by ENGfNEER
which directs minor changes in the Work but which d es 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 inspect -d and
satisfactorily completed, all payments to subcontractors have
been made, all documentation and warranties havc been
submitted, all closeout documents have been executed and
approved by the OWNER, and the Project has been tnally
accepted by the OWNER
26. General Conditions -That part of the Contract
Documents which sets forth terms, conditions, and proc Ldures
that govern the Work to be performed or furnish ad by
Contractor with respect to the Project.
27. Hazardous Environmental Condition —The pr sence
at the Site of Asbestos, .PCB's, Petroleum, Hazardous �7Vaste,
or Radioactive Materials in such quantities or circumstances
that may present a substantial danger to persons or prpperty
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
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 9 of 12
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 furnished 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
furnishing 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 Installation phase. The
Resident Project Representative will be ENGINF.ER'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. II
38. Site —Lands or areas indicated in the Contract
Documents as being furnished by OWNER upon Mich the
Work is to be performed, rights -of -way and easem nts for
access thereto, and such other lands furnished by OR
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 ap Aied to
the Work and certain administrative details applicable t iereto.
40. Substantial Completion- -The time at which th Work
(or a specified part thereof) has progressed to the point where,
in the opinion of ENGINEER, the Work (or a speci d part
thereof) is sufficiently complete, in accordance w th the
Contract Documents, so that the Work (or a specifi d part
thereof) can be utilized for the purposes for whic i it is
intended. The terms "substantially complete' and
"substantially completed" as applied to all or part of th Work
refer to Substantial Completion thereof.
41. Supplementary Conditions —That part of the ntract
Documents which amends or supplements the neral
Conditions. te
42. (Modified) Total Project Costs - -The sum of the
Construction Cost, allowances for contingencies, th total
costs of services of ENGINEER or other design profesdonals
and consultants, cost of land, rights -of -way, compensa on for
damages to properties, OWNER's costs for legal, aeco inting,
insurance counseling or auditing services, intere t and
financing charges incurred in connection with the Proj t, and
the cost of other services to be provided by others to OWNER
pursuant to Exhibit B of this Agreement. II
43. Work--The entire completed construction or dhe
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 perforiffing or
famishing labor, services, and documentation necessary to
produce such construction and furnishing, installin , and
incorporating all materials and all equipment int 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 dif cling or
unforeseen subsurface or physical conditions under which the
Work is to be performed or to emergencies. A Work Change
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 10 of 12
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 - engineering 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
twelve (12) pages.
B. Exhibit B, "OWNER's Responsibilities," consisting
oftwo (2) pages.
C. Exhibit C, "Payments to Engineer for Services and
Reimbursable Expenses;' consisting of two (2) 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 OWNIJR and
ENGINEER and supersedes all prior written Tr oral
understandings. This Agreement may only be amended,
supplemented, modified, or canceled by a duly e8ecuted
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 WHEREOF, the parties hereto have executed this Agreement, the Effective Date of which is
indicated on page 1.
OWNER: BAYTOWN AREA WATER AUTHORITY
Signature:
Printed Name: Robert D. Leiner
Title: General Manager
Date Signed:
Address for giving notices.,
P.O. Box 424
Baytown, Texas 77522
Designated Representative (paragraph 6.02.A):
Name: Jose A. Pastrana, P.E.
Title: Director of Engineering
Phone Number: (281) 420 -7154
Facsimile Number: (281) 420 -6586
E -Mail Address: jose.pasuwa@baytown.org
ENGINEER: SHRADER ENGINEERING., INC.
Signature:
Printed Name:
Title: +�0lar.r
Date Signed:
Address for giving notices:
800 Town & Country Blvd, Suite 430
Houston, TX 77024 -4562
Designated Representative (paragraph 6.02.A):
Name: John -Paul Dixon, P.E.
Title: Associates/Project Manager
Phone Number: (713) 467 -9961
Facsimile Number: (713) 465 -6502
E -Mail Address: --,_ ¢�
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 12 of 12
This is EXHIBIT A, consisting of 8 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 Planning Phase Services
A. ENGINEER shall:
1. Consult with OWNER to define and clarify OWNER's requirements for the Project and available data.
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, including, but
not limited to, mitigating measures identified in the environmental assessment (if any).
4. Identify and evaluate potential solutions available to OWNER; and, after consultations with OWNER,
recommend to OWNER those solutions which in ENGINEER's judgment meet OWNER's
requirements for the Project.
5. (Modified) Attend meetings with OWNER to receive input into OWNER's requirements for the Project
and evaluation of potential solutions available to OWNER and to discuss and finalize design criteria
and acquire pertinent information regarding the Project.
6. (Modified) Perform or provide the following additional Planning Phase Services tasks or deliverables:
Task 1: Preliminary Site Visits and Documentation Review.
Meet with the OWNER and conduct field surveys to assess and document the OWNER's
existing SCADA system. Verify documentation of existing systems as- builts received from the
OWNER and gather preliminary design information. Review the previously prepared PER and
Master SCADA plan to incorporate.
Task 2: Review of Existing PLC and HM Programs.
Upload existing PLC and HMI programs from field devices to determine existing process
control functions.
Task 3: Conduct five (5) SCADA workshops with Stakeholders identified in the following tasks:
3.1. Process Control — Present existing process control functions and determine any desired
modifications based on OWNER comments.
3.2. Master SCADA Standards — Discuss the required updates to the Master SCADA Plan
based on the Project's design.
3.3. PLC Programming Standards- Meet with OWNER to determine standards for PLC
programs.
Page 1 of 12 Pages
(Exhibit A -- ENGNEER's Services)
3.4. HMI Graphical Standards — Meet with OWNER to determine graphics standards for HMI
applications.
3.5. SCADA Report Standards — Determine requirements for automated reports generated by
SCADA system. Review example reports and determine if any addition device installation
is require for completion of reports.
Task 4: Coordinate and Assist OWNER's ITS with Communications Planning.
Meet with OWNER's ITS to review communications network topology. Provide feedback on
communications requirements of PLCs, HMIs, and other networked devices to be included
within the SCADA systems design.
Task 5: Project Management.
Prepare project schedule.
Meetings and progress reports.
Implement QA/QC Program.
7. (Modified) Prepare and furnish four (4) review copies of each draft technical memorandum listed
below. Plus, one (1) electronic copy to owner within twenty eight (28) calendar days of authorization to
begin services and review the memorandums with OWNER.
a. Process Control Narrative Technical Memorandum.
Prepare a Process Control Narrative Technical Memorandum to describe the agreed upon process
control functions for equipment within the facility. This document will be used as a baseline for
developing both PLC and HMI programs for the SCADA system. The document will contain a
written breakdown of all plant processes, logical functional block diagrams.
b. PLC Programming Standards Technical Memorandum.
Prepare a PLC Programming Standards Technical Memorandum to describe the programming
standards to be followed when developing the PLC programs. This document will contain
standards for pump and motor control, equipment statistics, alarms, and tag/register naming
conventions. These standards will be used on this project as well as future projects throughout the
City.
c. HMI Graphical Standards Technical Memorandum.
Prepare a HMI Graphical Standards Technical Memorandum to describe the graphical standards to
be followed when developing the HMI applications. This document will contain standards for
equipment images, colors, screen layout, font size, and other graphic related parameters. These
standards will be used on this project as well as future projects throughout the City.
d. SCADA Reports Technical Memorandum.
Prepare a SCADA Reports Technical Memorandum to describe the automated reports to be
generated from the SCADA system. This document will list the each automated report in addition
to the equipment, devices, and sensors needed to generate the report. The document will describe
the standard report format to be used on this and future projects.
e. Preliminary Basis of Design Report.
Prepare a Basis of Design Report as a narrative summary of the design of each system's features,
including concept, configurations, and the reasoning behind key technical decisions, etc., along
with an opinion of total project cost, with each component itemized separately, including the
following: opinion of probably Construction Cost, allowances for contingencies and for the
estimated total cost of design, professional and related services provided by ENGINEER and
allowances for other items and services included within the definition of Total Project Costs.
This document may be referenced in the future to review project assumptions, design criteria, and
all significant calculations performed during the project design, The report will include the
construction- phasing plan necessary to keep the plant in operation during the construction.
Page 2 of 12 Pages
(Exhibit A -- ENGINEER's Services)
Furnish four (4) final copies of the preliminary Basis of Design Report plus one electronic copy to
owner within fourteen (14) calendar days after reviewing the memorandums with OWNER.
A1.02 Design Phase. This phase will include development of plans and technical specifications as necessary to
convey the means and methods of construction for the Project.
A. ENGINEER shall:
I. (Modified) On the basis of the above acceptance, direction, and authorization, prepare final Drawings
indicating the scope, extent, and character of the Work to be performed and fumished by Contractor.
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 as needed for the ENGINEER on behalf of
the OWNER to file applications for permits from or to obtain approvals of governmental authorities
having jurisdiction to review or approve the final design of the Project and assist OWNER in
consultations, if any, with appropriate authorities.
3. Advise OWNER of any adjustments to the opinion of probable Construction Cost and any adjustments to
Total Project Costs known to ENGINEER, itemized as provided in paragraph ALOl.A.7.
4. Perform or provide the following additional Final Design Phase tasks or deliverables:
Task 1: Detailed Design Phase.
1.1. Prepare general plan sheets for design plans.
1.2. Provide facility SCADA system architecture design incorporating the network
infrastructure topology provided by the OWNER.
1.3. Provide installation details for each PLC or Remote I/O cabinet. Details will be
included for all existing and proposed SCADA cabinets.
1.4. Provide UPS with manual bypass switch for each SCADA cabinet. UPS will be
specified per the OWNER's requirements.
1.5. Show proposed conduit routing for power feeders, signal conductors, or
communications cable for all proposed SCADA equipment to be installed.
1.6. Provide SCADA cabinet for new High Service pumps designed by others. Coordinate
cabinet design and 1/0 requirements with high service pump contract documents.
1.7. Verify signals from all chemical tank level transmitters. Provide replacement level
transmitters and/or conductors as needed for each tank. Provide additional level
transmitters for new or existing tanks that are not currently monitored by the SCADA
system.
1.8. Provide additional 1/0 modules for online residual analyzers. It is understood that the
OWNER will provide or repair analyzers as needed.
1.9. Provide additional 1/0 modules for PH Meters to incorporate in SCADA system.
1.10. Provide ethernet connection from existing generator switchgear for monitoring via
SCADA system.
1.11. Provide additional 1/0 modules for Decant pump station to incorporate in SCADA
system.
1.12. Provide additional 1/0 modules for existing polymer feed control panels to
incorporate in SCADA system.
1.13. Provide additional I/O modules for 8 turbidity meters located in the filter gallery.
Meters will have 4 -20mA outputs for connection to SCADA system.
1.14. Provide additional 1/0 modules and integrate the Plant Water System design by
others with SCADA system.
1.15. Replace existing power monitors at each motor control center and switchgear located
throughout the facility. Proposed power monitors will include ethernet connectivity
for integration into the SCADA system network.
Page 3 of 12 Pages
(Exhibit A -- ENGINEER's Services)
1.16. Design a permanent PLC test lab in the spare room of generator building. Test lab
will include a testing rack with PLC power supply, CPU, UO, & communication
modules for complete testing of PLC programs prior to field deployment. Local HMI
and touchscreen interface will be provided for virtual simulation and testing of
programs. Virtual simulator will allow for more I/O than compared to physical
devices alone.
In addition, toggles switches, indicator lights, control relays, and rheostats will be
provided for manual simulation of 1 /0. Spare terminal blocks will be provided in
order to connect field devices and transmitters to the Test PLC for verifying signals
from field equipment. All lab furniture and hardware will be shown in design.
1.17. Provide networked connections to Variable Frequency Drives (VFDs) located
throughout the facility. Motor information from the VFDs will be incorporated into
the SCADA system.
Task 2: Programming.
2.1. Develop programs for each PLC installed for the SCADA system. All programming
will be based on the Process Control and PLC programming Standards Technical
memorandums.
2.2. Develop HMI programs for main SCADA server and associated workstations. All
SCADA software shall be installed, configured, and addressed as defined by the
standards and conventions created under this scope of work. Creation of the
necessary HMI database to include tags required for monitoring and control of the
new equipment and new process graphic displays, control pop -ups, and trends to
accommodate the new sites and equipment being installed. HMI tags required for this
project will be developed based on naming standards and conventions created under
this scope of work.
2.3. Develop historical trends based on the OWNER's input for storage and management
of historical data, format of daily, monthly and yearly, for the development of data
entry templates, report formats and layouts, and user interface displays for accessing
graphical trends.
2.4. Develop automated reports based on SCADA system's historian database. Install and
configure an automatic report generation software.
2.5 Development of reports will be configured per OWNER'S requirements. Reports
shall use data from the historical server and real -time values when necessary. Reports
shall be stored on a local hard drive and shall be printed per OWNER'S direction.
Task 3: Specifications.
3.1. Front End Specifications.
3.2. General Electrical Work and Construction Phasing.
3.3. PLC Hardware.
3.4. UPS Hardware.
3.5. Power Monitors.
3.6. Test Lab Hardware and Furniture.
Appropriate Technical specifications will be provided as required for the Scope of Work items
listed.
Task 4: Coordination with OWNER'S ITS.
4.1. Cyber Security best Practices.
Determine Cyber Security methods currently deployed by OWNER'S ITS. Provide
feedback and recommendations based on MST SP 800 -82 and other industry
standards.
4.2. Review Communications Equipment.
Verify and coordinate communications requirements for SCADA system devices.
Follow network schemes set by OWNER's ITS.
Page 4 of 12 Pages
(Exhibit A -- ENGINEER's Services)
Task 5. Project Management. The scope includes internal project management services to support the
above - referenced design. These services include project coordination meetings, general
project management functions (i.e. reporting requirements, design standard implementation,
and teleconferencing). The scope also includes coordination or design review meetings.
5.1. Maintain and Update Project Schedule.
5.2. Monthly Progress Meetings and Reports.
5.3. Manage QA/QC Program.
• Submit a QA/QC program for review and approval. Include the following:
o Provisions for checking work (QC).
o Provisions for documenting QC activities.
o Provisions for assuring that QC activities are conducted (QA) through
internal audits of QC activities.
• Provisions for providing access to QC and internal QA documents for audit.
• Conduct and document QA/QC activities in accordance with the approved plan.
Deliverables:
D 60% Engineering Plans and Specifications will be completed and submitted within thirty-five
(35) calendar days from completion and acceptance of the Planning Phase Services.
• Submit one (1) electronic PDF copy of plans and technical specifications to OWNER for
review and comment.
• Compile and prepare an Opinion of Probable Construction Cost (OPCC) based on 60%
design submittal detailed as provided in paragraph A 1.01.A.7.
• Attend one (1) meeting to review 60% submittal and OPCC.
D 90% Engineering Plans and Specifications will be completed and submitted twenty-one (21)
calendar days from receipt of 60% submittal review comments by OWNER.
• Submit three (3) full -size copies, plus one (1) electronic PDF copy of plans and technical
specifications to OWNER for review and comment.
• Submittal will include:
A Final Design Plans.
Contract Documents, including the following:
➢ OWNER's Standard Construction Contract Forms,
Notice to Bidders,
Instructions to Bidders,
➢ Bid Form,
➢ Standard Construction Contract,
➢ Performance Bond,
➢ Payment Bond,
➢ Maintenance Bond,
D Certificate of Insurance,
D Scope of Work,
Y General Condition,
➢ Special Provisions,
D Technical Specifications, and
Opinion of Probable Cost
➢ 100% Final Construction Documents will be submitted fourteen (14) calendar days after
receiving final comments.
• Submit five (5) full -size sets of plans and specifications to OWNER for bid phase
purposes. PDF and electronic CAD files will be submitted upon request.
• Submit to OWNER the Final Opinion of Probable Construction Cost.
• Submit a Letter of Notification to OWNER stating completion of the design of the
project.
Page 5 of 12 Pages
(Exhibit A -- ENGINEER's Services)
5. (Added) Prepare additional line items in the Bid Tabulations, assuming the project documentation,
including plans and specifications, were originally prepared to reflect these items, as reasonably requested
by OWNER, so long as this/these request(s) is made prior to the preparation of the final bid documents.
B. In the event that the Work designed or specified by ENGINEER is to be performed or furnished under more
than one prime contract, or if ENGINEER's services are to be separately sequenced with the work of one or
more prime Contractors (such as in the case of fast - tracking), OWNER and ENGINEER shall, prior to
commencement of the Design Phase, develop a schedule for performance of ENGINEER's services during the
Design, Bidding or Negotiating, Construction, and Post - Installation phases in order to sequence and coordinate
properly such services as are applicable to the work under such separate prime contracts. This schedule is to be
prepared and included in or become an amendment to Exhibit A whether or not the work under such contracts
is to proceed concurrently.
C. The number of prime contracts for Work designed or specified by ENGINEER upon which the ENGINEER's
compensation has been established under this Agreement is one (1).
D. (Modified) ENGINEER's services under the Design Phase will be considered complete on the date when the
Deliverables specified hereinabove have been delivered to and accepted by OWNER.
A1.03 Bidding or Negotiating phase
A. Upon written authorization by OWNER to proceed for any bid documents contained in the preliminary design,
final design or installation phase of the Project, ENGINEER shall for that phase:
I . Assist OWNER in advertising for and obtaining bids for the Work.
2. Answer questions and issue Addenda as appropriate to clarify, correct, or change the Bidding Documents.
Where addendums are issued, update plans and specs to incorporate changes for Issued for Construction
documents. Resubmit five (5) full size copies of plans and specifications, plus one electronic PDF copy.
Two sets will be issued to the contractor, the remaining will be for OWNER's use
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. Perform or provide the following additional Bidding or Negotiating Phase tasks or deliverables:
➢ Receive all BFI's and respond accordingly. These responses will be issued via the ENGINEER'S
Newforma software platform or other platform established by the OWNER. Catalog all responses
and provide regular reports to the OWNER.
D Participate in contractor selection process. Evaluate and grade contractors based on metrics agreed
upon with the OWNER.
5. (Modified) Attend the Pre -Bid Conference and the Bid opening, prepare Bid tabulation sheets, assemble
contract documents, assist OWNER in both evaluating Bids or proposals and awarding contracts for the
Work.
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
Installation phase.
Page 6 of 12 Pages
(Exhibit A -- ENGINEER's Services)
A 1.04 Construction Phase
A. Upon successful completion of the Bidding and Negotiating Phase, and upon written authorization from
OWNER, ENGINEER shall:
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
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 7esting Laboratory. Assist OWNER in the selection of an
independent testing laboratory to perform the services identified in paragraph B2.01.0, if any.
3. Pre - Construction Conference. Coordinate and prepare the pre - construction conference agenda and
other required documentation. Participate in a Pre - Construction Conference prior to commencement
of Work at the Site. Development meeting minutes.
4. Baselines and Benchmarks. As appropriate, establish control and temporary 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 ENGINEER 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 Pro ject
Representative, if any, at the Site, will be to enable ENGINEER to better carry out fire duties and
responsibilities assigned to and undertaken by ENGINEER during the Installation 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 famishing and performing the
Work. Accordingly, ENGINEER neither guarantees the performance of any Contractor nor
assumes responsibility for any Contractor's failure to furnish and perform its work in accordance
with the Contract Documents.
Page 7 of 12 Pages
(Exhibit A -- ENGINEER's Services)
6. (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.
7. 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.
8. 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.
9. 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.
10. 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.
11. 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.
12. (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.
13. 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. 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 belief, 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 upon Substantial Completion, to the
results of any subsequent tests called for in the Contract Documents and to any other
Page 8 of 12 Pages
(Exhibit A — ENGINEER's Services)
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 A 1.04.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 furnished 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.
14. Contractor's Completion, Documents.
a. (Modified) Receive and review maintenance and operating instructions, schedules, and guarantees as
prepared by the Contractor in accordance with the Contract Documents. Engineer will compile this
information as provided by Contractor, and deliver three (3) copies of the same to OWNER.
b. (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 A 1.04.A.9, 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.9.
c. ENGINEER shall transmit these documents to OWNER within thirty days of receipt of documents
from Contractor.
d. (Added) Preparing and furnishing to OWNER Record Drawings electronically in a format approved
by the OWNER and on mylar showing appropriate record information based on Project annotated
record documents received from Contractor.
15. Substantial Completion. 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 Substantially Complete. If after considering any objections of OWNER, ENGINEER
considers the Work Substantially Complete, ENGINEER shall deliver a certificate of Substantial
Completion to OWNER and Contractor.
Page 9 of 12 Pages
(Exhibit A — ENGINEER's Services)
16. Additional Tasks. Perform or provide the following additional Installation phase tasks or deliverables:
a. Respond to contractor's Requests for Information. Receive RFIs and issue responses via the
Engineer's Newforma software platform or other platform established by the OWNER.
Catalog all responses and provide regular reports to the OWNER.
b. Review and respond to construction submittals. Receive submittals and issue responses via
Engineer's Newforma software platform or other platform established by the OWNER.
Catalog all responses and provide regular reports to the OWNER. Review all Pay
Applications submitted by Contractor.
C. Participate in routine coordination meetings via teleconference and provide general support as
required.
d. Implement and finalize all SCADA programs and applications based on approved contractor
submittal information.
e. Conduct periodic site inspections. Inspect Contractor's work throughout construction at
scheduled or random intervals.
f. Conduct final inspection and develop punch list. Perform final inspections of each system
installation to confirm general compliance with Construction Documents. A detailed punch list
of items in need of correction will be submitted in the format prescribed by the OWNER upon
completion of the inspection.
g. Perform commissioning services, including:
Development of Control System Testing Procedure.
PLC Factory/Lab Testing.
Allows the OWNER's representatives to witness the functionality, performance, and
stability of the entire hardware and software system as a complete integrated system. This
test will be conducted at the newly constructed test lab. I/O points, control logic and HMI
graphics will be simulated to allow the OWNER a chance to navigate screens and
manipulate data set points and equipment controls to become familiar with the new
graphic displays and control procedures.
PLC Deployment & Implementation Test.
Field startup that includes I/O checkout and control strategy testing. The 1/0 checkout
will demonstrate 1/0 functionality, analog scaling confirmation, historical data collection,
alarm confirmation, security configuration, and network communications. The control
strategy testing will confirm manual and automatic operation of the equipment from the
SCADA system, tuning of loops, and process set point adjustments. Testing will be
conducted in accordance with construction phasing.
Control System Acceptance Test.
After completion of all testing tasks, and the system is started up and running in automatic
control to the extent possible, the system shall undergo an acceptance test. While this test
is proceeding, the ENGINEER and OWNER shall have full use of the system.
ENGINEER shall provide personnel for this test who have an intimate knowledge of the
hardware and software of the system. When personnel are not on site, ENGINEER shall
provide cell phone numbers that OWNER's personnel can use to ensure that support staff
are available by phone and /or on site within four hours of a request by operations staff.
➢ Control System Overview.
Control System Overview will include one 4 -hour course. The objective of this course is
to provide the OWNER's management, engineering, and other personnel with an
overview understanding of the Control System. The course material shall include
overview of control system hardware and software, network block diagram showing
communication connections, explanation of and review graphic display use, and site
walkthrough identifying all components discussed.
➢ Operator Training.
Operator training will include Two 4 -hour courses, one held before prior to PLC
deployment and one directly after the Implementation test.
Operator training shall cover pump station operation with the control system and use of
the HMI display screens, including display navigation, manual and automatic equipment
control, security procedures, alarming and interlocks, and equipment failure modes.
Page 10 of 12 Pages
(Exhibit A -- ENGINE-ER's Services)
D Development Software Training.
Development software training will include two 8 -hour courses. The objective of this
course is to provide OWNER's engineering and maintenance personnel with an overview
understanding of the PLC and HMI software. Training will include review of project
specific PLC program structure, HMI configuration structure, editing programming code,
program function blocks/ladder logic /custom coding, equipment symbols, etc. Training
will also include backup and restore procedures for all software programs.
➢ Historian and Report Training.
Historian and Report Training will include two 8 -hour courses. The objective of this
course is to provide OWNER's engineering and operations personnel with an
understanding of historical data and reports. Historian training will including
configuration details, database management, and backup procedures. Report training will
include how to run reports, manually enter data, print and reprint reports, execute custom
queries outside the define reports, and creation of custom reports.
> O &M Manual Development.
O &M Manual will be developed for the proposed SCADA system. The O &M Manual
provided to the OWNER at the conclusion of the project will included details for
standards and conventions; system overview; network components and connections;
procedures for startup, shutdown, backup and recovery; software copies of all programs;
and other pertinent information.
Provide six (6) copies of O &M Manuals plus one (1) electronic PDF copy.
O &M Manual will be submitted to OWNER prior to training. O &M's will be
used during training sessions.
• Provide two (2) licensed copies of the PLC programming software,
RSLogix5000. Software will be purchased by the contractor and delivered to the
OWNER prior to lab testing of the proposed PLC's.
➢ Provide Project Close -out Documentation.
• Prepare record drawings based on contractor's mark -ups.
Provide one (1) full size set of record drawings based on contractor's mark -ups,
plus one (1) electronic CAD version of plans.
Provide Engineer's letter of Acceptance after contractor addresses all inspection
items and submits all deliverables as required in the contract documents.
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.
B. Duration of construction phase. The Installation 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
Contractors. If the Project involves more than one prime contract as indicated in paragraph A1.02.C,
Installation phase services may be rendered at different times in respect to the separate contracts.
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.
Page 11 of 12 Pages
(Exhibit A -- ENGINEER's Services)
PART 2 -- ADDITIONAL SERVICES
A2.01 Additional Services Requiring OWNER's Authorization in Advance
Not included
A2.02 Required Additional Services
Not Included
Page 12 of 12 Pages
(Exhibit A -- ENGINEER's Services)
This is EXHIBIT B, consisting of 2 pages, referred to in and
part of the Agreement between OWNER and ENGINEER
for Professional Services dated„^.
Initial:
OWNER
ENGINEER gZS�
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 furnish copies of all design and construction standards which OWNER
will require to be included in the Drawings and Specifications; and furnish copies of OVNTIER'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. Nothing contained in this Exhibit or in this
Agreement shall be construed to require the OWNER to provide such records in any certain format. The format in
which the existing data and documentation will be provided shall be at the sole discretion of the OWNER.
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. (Deleted).
2. (Deleted).
3. (Deleted).
4. (Deleted).
5. (Deleted).
6. (Deleted).
D. (Deleted).
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 and private
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.
Page 1 of 2 Pages
(Exhibit B — OWNER's Responsibilities)
H. (Deleted).
I. (Deleted).
J. Advise ENGINEER of the identity and scope of services of any independent consultants employed by
OWNER to perform or furnish services in regard to the Project, including, but not limited to, cost estimating, project
peer review, value engineering, and constructability review.
J.
Deleted
K.
Deleted
L.
Deleted
M.
Deleted
N. OWNER will purchase server hardware and operating systems under separate procurement.
Nothing contained in this Exhibit or in the Agreement shall be construed to require the OWNER to provide any
records or data in any certain format. The format in which the existing data and documentation will be provided
shall be at the sole discretion of the OWNER
Page 2 of 2 Pages
(Exhibit B — OWNER's Responsibilities)
This is EXHIBIT C, consisting of 2 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 Determined
Scope - Lump Sum
A. OWNER shall pay ENGINEER for Basic
Services set forth in Exhibit A as follows:
1. (Modified) A lump sum of
$630.353.00. This amount does not include those
ENGINEER'S Consultant's charges as provided
below in this Article 4, Subparagraph C4.05.
The lump sum will be distributed based upon the
proportion of the work completed as determined
by the OWNE and at the completion of each of
the phases in an amount not exceeding the
following for each task:
a. Planning Phase Services ................... $107,776
b. Design Phase ...... ............................... $296,807
c. Bidding or Negotiating Phase .......... $ 13,144
d. Installation Phase ....... .......................$212,626
2. (Deleted).
3. The cost not to exceed includes
compensation for ENGINEER's services and
services of ENGINEER's Consultants (with the
exception of those outlined in paragraph C4.05),
if any. Appropriate amounts have been
incorporated in the cost not to exceed to account
for labor, overhead, and profit.
4. Deleted.
5. The portion of the amount billed for
ENGINEER's services will be based upon total
services actually completed during the billing
period, which shall be a calendar month.
Initial:
OWNER
ENGINEER O— S
Invoices shall be tendered no more often than
once a month for all of the services performed
during the applicable month.
C4.02 For Basic Services Having An Undetermined
Scope — Direct Labor Costs Times a Factor
A4ethod of Payment
A. (Deleted).
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
A2.01.A.13, an amount based upon the actual
hours worked plus Reimbursable Expenses.
Additional Services shall not be performed
without the prior written consent of the OWNER.
Additional services which may be authorized in
accordance with this section shall not exceed $0.
2. (Deleted),
C4.04 For Reimbursable Expenses
A. (Modified) When not included in
compensation for Basic Services under paragraph
C4.01, OWNER shall pay ENGINEER for
Reimbursable Expenses as the rate set forth in
Appendix 1 of this Exhibit C. Before the OWNER
shall be liable for any reimbursable expenses, the
ENGINEER must obtain prior written approval of the
OWNER of any expense that exceeds $1,000 for
which the ENGINEER seeks reimbursement.
Reimbursable Expenses shall not exceed the $2,000
Page I of 2 Pages
(Exhibit C - Basic Services With Determined Scope — Lump Sum Method)
for the Project, whether incurred by the ENGINEER
or ENGINEER's consultant(s).
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 based upon the rate schedule for
reimbursable expenses, plus all invoiced external
Reimbursable Expenses allocable to the Project, the
latter multiplied by a Factor of 1.1.
D. (Deleted).
E. (Added) The OWNER must approve all
travel expenses in writing before the same are
incurred. If such approval is not obtained, the
OWNER shall not be liable for such travel expenses.
C4.05 P ;or ENGINEER's Consultant's Charges
A. (Deleted)
C4.06 Direct Labor Casts
A. (Deleted).
B. (Deleted).
4.07 Factors
A. (Deleted).
B. (Deleted).
C4.08 Other Provisions Concerning Payment
A. Progress Payments. The portion of the
amounts billed for services which are identified in
paragraphs C4.01, C4.03, and C4.05 will be based on
the percentage of completion as determined by
OWNER of each phase of services plus Reimbursable
Expenses.
Page 2 of 2 Pages
(Exhibit C - All Other Services /Charges — Cost not to Exceed Method of Payment)
APPENDIX 1 OF EXHIBIT C
REIMBURSEMENT OF COSTS
Reproduction and Deliveries: Cost plus 10%
Mileage: IRS Rate
Travel: Cost
Page 1 of 1 Pages
(Appendix 1 of Exhibit C — Reimbursable Expenses)
This is EXHIBIT G, consisting of 2 pages, referred to in and
part of the Agreement between OWNER and ENGINEER
for Professional Services dated
Initial:
OWNER
ENGINEER ,
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 furnish
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: $500,000
a. Coverage shall be at least as broad as ISO CG 00 01 10 93
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 $500,000
Waiver of Subrogation required
Errors & Omissions (E &O)
Limit: $1,000,000
a. For all engineers, and/or design companies.
b. Claims -made form is acceptable.
c. Coverage will be in force for three (3) years after project is completed.
Page I of 2 Pages
(Exhibit G - Insurance)
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) 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 B +:V1I or better.
b. Insurance carriers licensed and admitted to do business in State of Texas will be accepted.
c. Liability policies will be on occurrence form. E & O can be on claims -made form.
d. The Baytown Area Water Authority, its officers, agents and employees are to be added as Additional Insured to
the commercial general liability and business automobile policies.
e. Upon request of and without cost to the Baytown Area Water Authority, certified copies of all insurance policies
and/or certificates of insurance shall be furnished to the Baytown Area Water Authority's representative.
Certificates of insurance showing evidence of insurance coverage shall be provided to the Baytown Area Water
Authority's representative prior to execution of this agreement.
f. Upon request of and without cost to the Baytown Area Water Authority, loss runs (claims listing) of any and/or
all insurance coverage shall be furnished to the Baytown Area Water Authority's representative.
Page 2 of 2 Pages
(Exhibit G - Insurance)
This is EXHIBIT 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 THE
"OWNER ") FROM AND AGAINST ANY AND ALL CLAIMS,
LOSSES, DAMAGES, CAUSES OF ACTION, SUITS AND
LIABILITY OF EVERY KIND, INCLUDING ALL EXPENSES OF
LITIGATION, COURT COSTS, AND ATTORNEY'S FEES, FOR
DAMAGES TO ANY PERSON(S) OR PROPERTY TO THE
EXTENT ARISING OUT OF OR IN CONNECTION WITH AN ACT
OF NEGLIGENCE, INTENTIONAL TORT, INTELLECTUAL
PROPERTY INFRINGEMENT, OR FAILURE TO PAY A
SUBCONTRACTOR OR SUPPLIER COMMITTED BY ENGINEER
OR ENGINEER'S AGENT, CONSULTANT UNDER CONTRACT,
OR ANOTHER ENTITY OVER WHICH 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 WILLFUL
MISCONDUCT, JOINT OR SOLE NEGLIGENCE AS WELL AS
ENGINEER'S PARTIES' INTENTIONAL TORTS,
INTELLECTUAL PROPERTY INFRINGEMENTS, AND FAILURES
TO MAKE PAYMENTS ARISING OUT OF OR IN CONNECTION
WITH THIS AGREEMENT. SUCH INDEMNITY SHALL NOT
APPLY, HOWEVER, TO LIABILITY ARISING FROM THE
PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE OF
PERSONS THAT IS CAUSED BY OR RESULTS FROM THE
NEGLIGENCE OF ANY PERSON OTHER THAN 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
Page l of 2 Pages
(Exhibit K - Indemnification)
OWNER. THE INDEMNITY PROVIDED 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. Nothing herein shall be construed so as to limit or waive
OWNER's sovereign immunity. 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. Furthermore, the provisions contained in this Exhibit "K"
shall survive the termination and /or ex iration of this Agreement.
Page 2 of 2 Pages
(Exhibit K - Indemnification)