Ordinance No. 13,111ORDINANCE NO. 13,111
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS,
AUTHORIZING AND DIRECTING THE CITY MANAGER TO EXECUTE AND
THE CITY CLERK TO ATTEST TO A PROFESSIONAL SERVICES AGREEMENT
WITH KIT PROFESSIONALS, INC., FOR ENGINEERING SERVICES
ASSOCIATED WITH THE PARTIAL SERVICE AREA DIVERSION TO THE
NORTHEAST WASTEWATER TREATMENT PLANT (WWTP) SERVICE AREA
ALTERNATIVE PROJECT; AUTHORIZING PAYMENT BY THE CITY OF
BAYTOWN IN AN AMOUNT NOT TO EXCEED FOUR HUNDRED THIRTY -NINE
THOUSAND ONE HUNDRED FORTY -EIGHT AND 80/100 DOLLARS
($439,148.80); MAKING OTHER PROVISIONS RELATED THERETO; AND
PROVIDING FOR THE EFFECTIVE DATE THEREOF.
****************************************************** * * * * * * * * * * * * * * * * * * * * * * * * * * * * * **
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS:
Section 1: That the City Council of the City of Baytown, Texas, hereby authorizes and
directs the City Manager to execute and the City Clerk to attest to a Professional Services Agreement with
KIT Professionals, Inc., for engineering services associated with the Partial Service Area Diversion to the
Northeast Wastewater Treatment Plant (WWTP) Service Area Alternative Project. A copy of the
agreement is attached hereto, marked Exhibit "A," and made a part hereof for all intents and purposes.
Section 2: That the City Council of the City of Baytown authorizes payment to KIT
Professionals, Inc., in an amount not to exceed FOUR HUNDRED THIRTY -NINE THOUSAND ONE
HUNDRED FORTY -EIGHT AND 80/100 DOLLARS ($439,148.80) for engineering services in
accordance with the agreement authorized in Section 1 hereinabove.
Section 3: That the City Manager is hereby granted general authority to approve a decrease
or an increase in costs by FIFTY THOUSAND AND NO /100 DOLLARS ($50,000.00) or less, provided
that the amount authorized in Section 2 hereof may not be increased by more than twenty -five percent
(25 %'0). 151'
Section 4: This ordinance shall take effect
City Council of the City of Baytown.
INTRODUCED, READ and PASSED by the
Baytown this the 28h day of January, 2016.
A ST:
. A"qf,
LETICIA BRYSCH, Ci Clerk
APPROVED AS TO FORM:
•
C igW- I� NACIO RAMIREZ, SR., i Attorney
and after its passage by the
of the City Council of the City of
H. DONCARLOS,
��oj epYT0yi4, l�
C-2
OFZ
FUWmw\FilmXity Counci1\0nlinwcts12016Vmumy 281Autho cKlTPmri ima]SmcmAgr mmt4PantalScmwA= DtwsumNort h= Wammala ?rmtmmtP[mt(WWTP)SwAccAnvA]tmat cPmjou dm
EXHIBIT A
STANDARD FORM OF AGREEMENT
BETWEEN OWNER AND ENGINEER
FOR
PROFESSIONAL SERVICES
THIS AGREEMENT effective as of the _ day of January, 2016 ( "Effective Date ").
Between
City of Baytown ("OWNER")
and
KIT Professionals, Inc. ( "ENGINEER ")
OWNER intends to engage ENGINEER to perform engineering services related to design and associated
services for the Partial Service Area Diversion to the Northeast Wastewater Treatment Plant Service Area
Alternative (the "Project ") for and on behalf of the OWNER. The Project is located along the north side of the
Interstate Highway 10 (IH 10) frontage road from Eastpoint Boulevard east to the IH I0 No. 2 Lift Station,
approximately 2,800 feet east of North Main Street. The area served by the IH 10 No. 1 Lift Station is experiencing
rapid development with the addition of a Buc -ee's store and single and multi - family residential development. The
Diversion to Northeast Wastewater Treatment Plant (NEWWTP) Service Area Alternative will divert flow from the
IH 10 No. 1 Lift Station service area to the recently constructed IH 10 No. 2 Lift Station and ultimately the
NEW WTP. The diversion could be accomplished by the construction of a gravity sewer from the northeast comer of
Garth Road to a manhole at the intersection of IH 10 frontage road and North Main Street. Flow from the Eastpoint
Lift Station could be diverted by construction of a force main extension from the intersection of Eastpoint Boulevard
and the IH 10 frontage road to the intersection of Garth Road and the IH 10 frontage road, or by a gravity sewer
along the same route. The OWNER is in need of a preliminary engineering evaluation of the proposed project that
will include a review of the NEW WTP capacity planning information, review of capacity requirements of area to be
diverted, determination of routing, size, materials of construction, and details of the pressure and gravity pipelines
and appurtenances required for diversion, determination of improvements required at 1H 10 No. 2 Lift Station to
accommodate flow diversion, identification and detailed description of necessary reliability improvements to the IH
10 No. I Lift Station to extend service lift by approximately 10 years, development of preliminary engineering
alternatives, drawings, exhibits, and cost estimates. ENGINEER'S services shall include topographic survey, utility
research, geotechnical investigation, preliminary design, final design, bid phase, and construction phase services in
support of the Project.
OWNER and ENGINEER in consideration of their mutual covenants as set forth herein agree as follows:
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page I of 12
EXHIBIT A
TABLE OF CONTENTS Page
ARTICLE 1 - SERVICES OF ENGINEER ......................................................................................... ............................... 3
1.01 Scope ...................................................................... ...................._.......... .... ...........» ................... ».... » »....» 3
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 ENGI NEER ....................................................................................... ............................... 3
4.01 Methods of Payment for Services and Reimbursable Expenses of ENGINEER ..... » ..... .... ... .................... »... 3
4.02 Other Provisions Concerning Payments»»..»»....»....».. .... » ... » .... .... ... ». ... ... ..... » ....... ..... ............. ................... 3
ARTICLE5 - OPINIONS OF COST .............................................................»...................»....»..... ....... »..... »................. 4
5.01 Opinions of Probable Construction Cost .........................» ...» .... »..... »....» ...» ... ».....» ...»....».................... 4
5.02 Designing to Construction Cost Limit .». ... ». .... »» ...........................................»................ ............................... 4
5.03 Opinions of Total Project Costs ........................................................................................ ............................... 4
ARTICLE 6 - GENERAL CONSIDERATIONS .... » .... » ..... .................»....».....»....».....»................ ............................... 4
6.01 Standards of Performance ......»....»......»....».....»....... ........................................................ ............................... 4
6.02 Authorized Project Representatives ......................................».................»............»......... ............................... 5
6.03 Design without Construction Phase Services .................».....» ...» .... ».................. »... »... » »...... ».... »...... 5
6.04 Use of Documents..»...._....—... ........................... » ».. » ».. » ».... ».... »... ...... ».... .. ......... »..................... 5
6.05 Insurance .........................»...................»............................................................................. ............................... 6
6.06 Termination ................................................................................»...........».....................» ............................... 6
6.07 Controlling Law....................»............»............».....»...»»....»....».....»....»............»..... » ».... »... » »................... 7
6.08 Successors, Assigns, and Beneficiaries .... » ..... » ........... » .................................................... ............................... 7
6.09 Dispute Resolution .....................................................................................................».... ................. »............. 7
6.10 Hazardous Environmental Condition ....... ».....» ........... ». ... ». ... ». ..... »...» ...».....»».....». ........... »................. ». 7
6.11 Allocation of Risks ».»..». .... ». ... ». ..... » ... »»....». .... » .... ». .... » ............ » .... » .... » ............ » ....... . ............................ 8
6.12 Notices » .......... »» ......... » ...... ....... .... » ................................................................................ ............................... 8
6.13 Survival ........................................................................................... ....... ».........._............ ».......... ... ........ 8
6.14 Severabil ity» ......... .................... ............................................»......»....»........................ ............... » ».............. 8
6.15 Waiver » ..... ..... .......... .................. ....» ... ». ..... » .... ». ..... ............................................................................... 8
6.16 Headings ............................................................................................................................. ............................... 8
ARTICLE7 - DEFI NITIONS .. ..... ... ... ...... ........ ......... ........ ... ................. » ......................... » .............. .............................. 8
7.01 Defined Terms ...................».........»......»....»....................»..........»................................... ............................... 8
ARTICLE 8 - EXHIBITS AND SPECIAL PROVISIONS ... » ................... ............ ».................» ...............»............... ! 1
8.01 Exhibits Included . »..... ... » ..................»......».....»..................................................... ............................... 11
8.02 Total Agreement ................».....»........................»............................................................ ............................... I 1
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 2 of 12
EXHIBIT A
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. (modified) 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 for the design of
the Project together with other services specified in Exhibit A.
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 ENGINEER
for Basic Services performed or furnished under Exhibit A,
Part 1, as set forth in Exhibit C.
B. For Additional Services. OWNER shall pay
ENGINEER for Additional Services performed or furnished
under Exhibit A, Part 2, as set forth in Exhibit C.
C. (Modified) For Reimbursable Expenses. In
addition to payments provided for in paragraphs 4.0I.A 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 approved in
writing by OWNER prior to ENGINEER incurring any
expense associated therewith, otherwise, the parties hereto
agree and understand that OWNER shall not be liable and
ENGINEER shall not make a claim against OWNER for any
such expenses.
4.02 Other Provisions Concerning Payments
A. Preparation of Invoices. Invoices will be prepared
in accordance with OWNER's standard processing practices
and will be submitted to OWNER monthly via mail or email
by ENGINEER, unless otherwise agreed. ENGINEER shall
supply detailed back -up information along with each invoice
in order for the OWNER to effectively evaluate the fees and
charges. The amount billed in each invoice will be calculated
as set forth in Exhibit C. Invoices shall be received by the
OWNER not later than sixty (60) days from the date the
ENGINEER and/or its subconsultants perform the services or
incur the expense. Failure by ENGINEER to comply with the
requirements herein in a timely manner with this requirement
shall result in the ENGINEER'S invoice being denied.
B. (Modified) Payment of Invoices. Invoices are due
and payable within 30 days after the receipt of the invoice and
the necessary backup information. If OWNER fails to make
any payment due ENGINEER for services and expenses
within 30 days after receipt of ENGINEER's invoice and the
required backup documentation therefor, the amounts due
ENGINEER will accrue interest at the rate set forth in
Section 2251.025 of the Texas Government Code (or the
maximum rate of interest permitted by law, if less) after the
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 3 of 12
EXHIBIT A
30th day. ENGINEER may after giving seven days' written
notice to OWNER suspend services under this Agreement
until ENGINEER has been paid in full all amounts due for
services, expenses, and other related charges. However, it is
expressly understood and agreed that ENGINEER will not
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. 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 famished 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 Is 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 he made available to OWNER
upon request at no cost to OWNER.
F. Legislative Actions. In the event of legislative
actions after the Effective Date of the Agreement by any level
of government that impose taxes, fees, or costs on
ENGINEER's services or other costs in connection with this
Project or compensation therefor, such new taxes, fees, or
costs shall be invoiced to and paid by OWNER as a
Reimbursable Expense to which a Factor of 1.0 shall be
applied. Should such taxes, fees, or costs be imposed, they
shall be in addition to ENGINEER's estimated total
compensation.
G. (Added) Indebtedness. If ENGINEER, at any time
during the tern of this agreement, incurs a debt, as the word
is defined in section 2-662 of the Code of Ordinances of the
City of Baytown, it shall immediately notify the OWNER's
Director of Finance in writing. If the OWNER's Director of
Finance becomes aware that the ENGINEER has incurred a
debt, the OWNER's Director of Finance shall immediately
notify the ENGINEER in writing. If the ENGINEER does
not pay the debt within 30 days of either such notification,
the OWNER's Director of Finance may deduct funds in an
amount equal to the debt from any payments owed to the
ENGINEER under this Agreement, and the ENGINEER
waives any recourse therefor.
ARTICLE 5 - OPINIONS OF COST
5.01 Opinions of Probable Construction Cost
A. ENGINEER's opinions of probable Construction
Cost provided for herein are to be made on the basis of
ENGINEER's experience and qualifications and represent
ENGINEER's best judgment as an experienced and qualified
professional generally familiar with the industry. However
since ENGINEER has no control over the cost of labor,
materials, equipment, or services 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 probable
Construction Cost prepared by ENGINEER If OWNER
wishes greater assurance as to probable Construction Cost,
OWNER shall employ an independent cost estimator as
provided in Exhibit B.
5.02 Designing to Construction Cost Limit
A. (Deleted).
5.03 Opinions or Total Project Costs
A. (Deleted)
ARTICLE 6 - GENERAL CONSIDERATIONS
6.01 Standards of Performance
A. (Modified) The standard of care for all professional
engineering and related services performed or furnished by
ENGINEER under this Agreement will be the care and skill
ordinarily used by members of ENGINEER's profession
practicing under similar circumstances at the same time and in
the same locality.
B. (Modified) ENGINEER shall be responsible for the
technical accuracy of its services and documents resulting
therefrom, and OWNER shall not be responsible for
discovering deficiencies therein. ENGINEER shall correct
such deficiencies without additional compensation except to
the extent such action is directly attributable to deficiencies in
OWNER - furnished information upon which ENGINEER is
authorized to rely as provided in Section 6.0I I.E.
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 4 of 12
:K CILM"1
C. ENGINEER shall perform or famish professional
engineering and related services in all phases of the Project to
which this Agreement applies. ENGINEER shall serve as
OWNER's prime professional for the Project. ENGINEER
may employ such ENGINEER's Consultants as ENGINEER
deems necessary to assist in the performance or firmishing 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 - mandated
standards. This Agreement is based on these requirements as
of its Effective Date. Changes to these requirements after the
Effective Date of this Agreement may be the basis for
modifications to OWNER's responsibilities or to
ENGINEER's scope of services, times of performance, or
compensation.
E. (Modified) OWNER shall be responsible for, and
ENGINEER may rely upon, the accuracy and completeness of
all requirements, programs, instructions, reports, data, and
other information famished 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 famishing services under this Agreement.
F. OWNER shall make decisions and carry out its other
responsibilities in a timely manner and shall bear all costs
incident thereto so as not to delay the services of ENGINEER.
G. Prior to the commencement of the Construction
Phase, OWNER shall notify ENGINEER of any variations
from the language indicated in Exhibit E, "Notice of
Acceptability of Work," or of any other notice or certification
that ENGINEER will be requested to provide to OWNER or
third parties in connection with the Project. OWNER and
ENGINEER shall reach agreement on the terms of any such
requested notice or certification, and OWNER shall authorize
such Additional Services as are necessary to enable
ENGINEER to provide the notices or certifications requested
H. (Modified) ENGINEER shall not be required to sign
any documents, no matter by whom requested, that would
result in ENGINEER's having to certify, guarantee or warrant
the existence of conditions whose existence ENGINEER
cannot ascertain; provided, that ENGINEER has exercised
due diligence and was not otherwise required to certify,
guarantee or warrant the existence of such conditions.
1. During the Construction Phase, ENGINEER shall
not supervise, direct, or have control over Contractor's work,
nor shall ENGINEER have authority over or responsibility for
the means, methods, techniques, sequences, or procedures of
construction selected by Contractor, for safety precautions and
programs incident to the Contractor's work in progress, nor
for any failure of Contractor to comply with Laws and
Regulations applicable to Contractor's furnishing and
performing the Work.
J. (Modified) ENGINEER neither guarantees the
performance of any Contractor nor assumes responsibility for
any Contractor's failure to famish 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.
IC (Modified) ENGINEER shall not be responsible for
the acts or omissions of any Contractor(s), subcontractor or
supplier, or of any of the Contractor's agents or employees or
any other persons (except ENGINEER's own employees and
its consultants for which it is legally liable) at the Site or
otherwise famishing or performing any of the Contractor's
work; or for any decision made on interpretations or
clarifications of the Contract Documents given by OWNER
without consultation and advice of ENGINEER.
L. (Modified) The General Conditions for any
construction contract documents prepared hereunder are to be
the Standard Form of Agreement between Owner and
Contractor and as approved by OWNER in writing.
6.02 Authorized Project Representatives
A. Contemporaneous with the execution of this
Agreement, ENGINEER and OWNER shall designate
specific individuals to act as ENGINEER's and OWNER's
representatives with respect to the services to be performed or
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
party.
6.03 Design without Construction 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
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 5 of 12
EXHIBIT A
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 owing to
ENGINEER in accordance with this Agreement. With such
ownership interest, it is expressly understood by the parties
hereto that the OWNER may use the Instruments of Service
for any purposes which the OWNER sees fit, including, but
not limited to, subsequent construction, reconstruction,
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 Exhibit B
unless otherwise expressly stated or communicated by
OWNER. Files in electronic media format of text, data,
graphics, or of other types that are furnished by OWNER to
ENGINEER are only for convenience of ENGINEER. Any
conclusion or information obtained or derived from such
electronic files will be at the users 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 famished 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
users 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 60-day acceptance period. ENGINEER
shall not be responsible to maintain documents stored in
electronic media fount after acceptance by OWNER.
E. When transferring documents in electronic media
format, ENGINEER makes no representations as to long -term
compatibility, usability, or readability of documents resulting
from the use of software application packages, operating
systems, or computer hardware differing from those used by
ENGINEER at the beginning of this Project.
F. (Modified) Any use of the Documents on any
extension of the Project or on any other project shall be at
OWNER's sole risk and OWNER hereby releases
ENGINEER from any liability associated solely with the reuse
of the Documents.
G. If there is a discrepancy between the electronic files
and the hard copies, the hard copies govern.
H. Any verification or adaptation of the Documents for
extensions of the Project or for any other project will entitle
ENGINEER to further compensation at rates to be agreed
upon by OWNER and ENGINEER.
6.05 Insurance
A. ENGINEER shall procure and maintain insurance as
set forth in Exhibit G. "Insurance."
B. Not used.
C. Not used.
D. Not used.
E. Not used.
F. At anytime, OWNER may request that ENGINEER,
at OWNER's sole expense, provide additional insurance
coverage, increased limits, or revised deductibles that are
more protective than those specified in Exhibit G. if so
requested by OWNER, with the concurrence of ENGINEER,
and if commercially available, ENGINEER shall obtain and
shall require ENGINEER's Consultants to obtain such
additional insurance coverage, different limits, or revised
deductibles for such periods of time as requested by OWNER,
and Exhibit G will be supplemented to incorporate these
requirements.
6.06 Termination
A. (Modified) The obligations hereunder may be
terminated:
1. For cause,
a. (Modified) By either party upon 30 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.
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 6 of 12
EXHIBIT A
c. Notwithstanding the foregoing, this
Agreement will not terminate as a result of such
substantial failure if the party receiving such notice
begins, within seven days of receipt of such notice, to
correct its failure to perform and proceeds diligently
to cure such failure within no more than 30 days of
receipt thereof; provided, however, that if and to the
extent such substantial failure cannot be reasonably
cured within such 30 day period, and if such party
has diligently attempted to cure the same and
thereafter continues diligently to cure the same then
the cure period provided for herein shall extend up
to, but in no case more than 60 days after the date of
receipt of the notice.
2. For convenience by OWNER effective upon the
receipt of notice by ENGINEER.
B. Not used.
6.07 Controlling Law
A. This Agreement is to be governed by the law of the
state in which the Project is located. Venue for all purposes
shall be in Hams County, Texas.
6.08 Successors, Assigns, and Beneficiaries
A. OWNER and ENGINEER each is hereby bound and
the partners, successors, executors, administrators and legal
representatives of OWNER and ENGINEER (and to the
extent permitted by paragraph 6.08.8 the assigns of OWNER
and ENGINEER) are hereby bound to the other party to this
Agreement and to the partners, successors, executors,
administrators and legal representatives (and said assigns) of
such other party, in respect of all covenants, agreements and
obligations of this Agreement.
B. Neither OWNER nor ENGINEER may assign,
sublet, or transfer any rights under or interest (including, but
without limitation, moneys that are due or may become due) in
this Agreement without the written consent of the other,
except to the extent that any assignment, subletting, or transfer
is mandated or restricted by law. Unless specifically stated to
the contrary in any written consent to an assignment, no
assignment will release or discharge the assignor from any
duty or responsibility under this Agreement.
C. Unless expressly provided otherwise in this
Agreement:
1. Nothing in this Agreement shall be construed to
create, impose, or give rise to any duty owed by OWNER
or ENGINEER to any Contractor, Contractor's
subcontractor, supplier, other individual or entity, or to
any surety for or employee of any of them.
2. All duties and responsibilities undertaken
pursuant to this Agreement will be for the sole and
exclusive benefit of OWNER and ENGINEER and not
for the benefit of any other party. The OWNER agrees
that the substance of the provisions of this paragraph
6.08.0 shall appear in the Contract Documents.
6.09 Not Used.
6.10 Hazardous Environmental Condition
A. OWNER represents to ENGINEER that to the best
of its knowledge a Hazardous Environmental Condition does
not exist.
B. (Modified) OWNER has disclosed to the best of
its knowledge and belief to ENGINEER the existence of all
Asbestos, PCB's, Petroleum, Hazardous Waste, or
Radioactive Material located at or near the Site, including
type, quantity and location.
C. (Modified) If a Hazardous Environmental
Condition is encountered or alleged, ENGINEER shall have
the obligation to notify OWNER on or before the next
business day of the same.
D. It is acknowledged by both parties that
ENGINEER's scope of services does not include any services
related to a Hazardous Environmental Condition. In the event
ENGINEER or any other party encounters a Hazardous
Environmental Condition, ENGINEER may, at its option and
without liability for consequential or any other damages,
suspend performance of services on the portion of the Project
affected thereby until OWNER: (i) retains appropriate
specialist consultant(s) or contractor(s) to identify and, as
appropriate, abate, remediate, or remove the Hazardous
Environmental Condition; and (ii) wan-ants that the Site is in
full compliance with applicable Laws and Regulations.
E. OWNER acknowledges that ENGINEER is
performing professional services for OWNER and that
ENGINEER is not and shall not be required to become an
.'arranger," "operator," "generator," or •'transporter'' of
hazardous substances, as defined in the Comprehensive
Environmental Response, Compensation, and Liability Act of
1990 (CERCLA), which are or may be encountered at or near
the Site in connection with ENGINEER's activities under this
Agreement.
F. If ENGINEER's services under this Agreement
cannot be performed because of a Hazardous Environmental
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 7 of I2
EXHIBIT A
Condition, the existence of the condition shall justify
ENGINEER's terminating this Agreement for cause on 30
days notice.
6.11 Allocation of Risks
A. (Modified) Indemnification. See Exhibit K
B. (Added) Notwithstanding anything to the contrary
contained in this Agreement, the OWNER and ENGINEER
hereby agree that no claim or dispute between the OWNER
and ENGINEER arising out of or relating to this Agreement
shall be decided by any arbitration proceeding including,
without limitation, any proceeding under the Federal
Arbitration Act (9 U.S.C. Sections 1 -14), or any applicable
State arbitration statute, including, but not limited to, the
Texas General Arbitration Act, provided that in the event
that the OWNER is subjected to an arbitration proceeding
notwithstanding this provision, ENGINEER consents to be
joined in the arbitration proceeding if ENGINEER'S
presence is required or requested by the OWNER for
complete relief to be recorded in the arbitration proceeding.
6.12 Notices
A. (Modified) Any notice required under this
Agreement will be in writing, addressed to the appropriate
party at its address on the signature page and given personally,
or by registered or certified mail postage prepaid, or by a
commercial courier service. Additionally, notices may be
given via facsimile or by electronic mail if such notice is also
given personally, or by registered or certified mail or by a
commercial courier service. All notices shall be effective
upon the date of receipt.
6.13 Survival
A. (Modified) All express representations,
indemnifications, and limitations of liability included in this
Agreement will survive its completion or termination for any
reason.
6.14 Severability
A. Any provision or part of the Agreement held to be
void or unenforceable under any Laws or Regulations shall be
deemed stricken, and all remaining provisions shall continue
to be valid and binding upon OWNER and ENGINEER, who
agree that the Agreement shall be reformed to replace such
stricken provision or part thereof with a valid and enforceable
provision that comes as close as possible to expressing the
intention of the stricken provision.
6.15 Waiver
A. Non - enforcement of any provision by either party
shall not constitute a waiver of that provision, nor shall it
affect the enforceability of that provision or of the remainder
of this Agreement.
6.16 Headings
A. The headings used in this Agreement are for general
reference only and do not have special significance.
ARTICLE 7 - DEFINITIONS
7.01 Defined Terns
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 famished to OWNER by ENGINEER in accordance
with Exhibit A, Part 2 of this Agreement.
3. Agreement —This -Standard Form of Agreement
between OWNER and ENGINEER for Professional
Services," including those Exhibits listed in Article 8 hereof.
4. Application for Payment —The form acceptable to
ENGINEER which is to be used by Contractor in requesting
progress or final payments for the completion of its Work and
which is to be accompanied by such supporting
documentation as is required by the Contract Documents.
S. Asbestos —Any material that contains more than one
percent asbestos and is friable or is releasing asbestos fibers
into the air above current action levels established by the
United States Occupational Safety and Health Administration.
6. Basic Services —The services to be performed for or
furnished to OWNER by ENGINEER in accordance with
Exhibit A, Part 1, of this Agreement.
7. Bid —The offer or proposal of the bidder submitted
on the prescribed form setting forth the prices for the Work to
be performed.
8. Bidding Documents —The advertisement or invitation
to Bid, instructions to bidders, the Bid form and attachments,
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 8 of 12
EXHIBIT A
the Bid bond, if any, the proposed Contract Documents, and
all Addenda, if any.
9. Change Order —A document recommended by
ENGINEER, which is signed by Contractor and OWNER to
authorize an addition, deletion or revision in the Work, or an
adjustment in the Contract Price or the Contract Times, issued
on or after the Effective Date of the Construction Agreement.
10. Construction Agreement —The written instrument
which is evidence of the agreement, contained in the Contract
Documents, between OWNER and Contractor covering the
Work.
11. Construction Contract —The entire and integrated
written agreement between the OWNER and Contractor
concerning the Work.
12. Construction Cost —The cost to OWNER of those
portions of the entire Project designed or specified by
ENGINEER. Construction Cost does not include costs of
services of ENGINEER or other design professionals and
consultants, cost of land, rights -of -way, or compensation for
damages to properties, or OWNER's costs for legal,
accounting, insurance counseling or auditing services, or
interest and financing charges incurred in connection with the
Project, or the cost of other services to be provided by others
to OWNER pursuant to Exhibit B of this Agreement
Construction Cost is one of the items comprising Total Project
Costs.
13. (Modified) Contract Documents — Documents that
establish the rights and obligations of the parties engaged in
construction and include the Construction Agreement between
OWNER and Contractor and all documents referenced
therein, Addenda (which pertain to the Contract Documents),
Contractor's Bid (including documentation accompanying the
Bid and any post -Bid documentation submitted prior to the
notice of award) when attached as an exhibit to the
Construction Agreement, the notice to proceed, the bonds,
appropriate certifications, insurance documents, the General
Conditions, the Supplementary Conditions, the Specifications
and the Drawings as the same are more specifically identified
in the Construction Agreement, together with all Written
Amendments, Change Orders, Work Change Directives, Field
Orders, and 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 —'chat part of the Contract Documents
prepared or approved by ENGINEER which graphically
shows the scope, extent, and character of the Work to be
performed by Contractor. Shop Drawings are not Drawings as
so defined
21. Effective Date of the Construction Agreement —The
date indicated in the Construction Agreement on which it
becomes effective, but if no such date is indicated, it means
the date on which the Construction Agreement is signed and
delivered by the last of the two parties to sign and deliver.
22. Effective Date of the Agreement —The date indicated
in this Agreement on which it becomes effective, but if no
such date is indicated, it means the date on which 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 with
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 9 of 12
EXHIBIT A
respect to this Project as ENGINEER's independent
professional associates, consultants, subcontractors, or
vendors. The term ENGINEER includes ENGINEER's
Consultants.
24. Field Order A written order issued by ENGINEER
which directs minor changes in the Work but which does not
involve a change in the Contract Price or the Contract Times.
25. Final Completion shall mean that all work has been
completed, all final punch list items have been inspected and
satisfactorily completed, all payments to subcontractors have
been made, all documentation and warranties have been
submitted, all closeout documents have been executed and
approved by the OWNER, and the Project has been finally
accepted by the OWNER.
26. General Conditions -That part of the Contract
Documents which sets forth terms, conditions, and procedures
that govern the Work to be performed or furnished by
Contractor with respect to the Project.
27. Hazardous Environmental Condition —The presence
at the Site of Asbestos, PCB's, Petroleum, Hazardous Waste,
or Radioactive Materials in such quantities or circumstances
that may present a substantial danger to persons or property
exposed thereto in connection with the Work.
28. Hazardous Waste —The term Hazardous Waste shall
have the meaning provided in Section 1004 of the Solid Waste
Disposal Act (42 USC Section 6903) as amended from time to
time.
29. Laws and Regulations; Laws or Regulations —Any
and all applicable laws, rules, regulations, ordinances, codes,
standards, and orders of any and all governmental bodies,
agencies, authorities, and courts having jurisdiction.
30. PCB's — Polychlorinated biphenyls.
31. Petroleum — Petroleum, including crude oil or any
fraction thereof which is liquid at standard conditions of
temperature and pressure (60 degrees Fahrenheit and 14.7
pounds per square inch absolute), such as oil, petroleum, fuel
oil, oil sludge, oil refuse, gasoline, kerosene, and oil mixed
with other non - Hazardous Waste and crude oils.
32. Radioactive Materials — Source, special nuclear, or
byproduct material as defined by the Atomic Energy Act of
1954 (42 USC Section 2011 et seq.) as amended from time to
time.
33. Record Drawings —The Drawings as issued for
construction on which the ENGINEER, upon completion of
the Work, has shown changes due to Addenda or Change
Orders and other information which ENGINEER considers
significant based on record documents 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 Construction Phase. The
Resident Project Representative will be ENGINEER's agent
or employee and under ENGINEER's supervision. As used
herein, the tern Resident Project Representative includes any
assistants of Resident Project Representative agreed to by
OWNER The duties and responsibilities of the Resident
Project Representative are as set forth in Exhibit D.
36. Samples — Physical examples of materials, equipment,
or workmanship that are representative of some portion of the
Work and which establish the standards by which such portion
of the Work will be judged.
37. Shop Drawings —All drawings, diagrams,
illustrations, schedules, and other data or information which
are specifically prepared or assembled by or for Contractor
and submitted by Contractor to ENGINEER to illustrate some
portion of the Work.
38. Site —Lands or areas indicated in the Contract
Documents as being furnished by OWNER upon which the
Work is to be performed, rights -of -way and casements for
access thereto, and such other lands furnished by OWNER
which are designated for use of Contractor.
39. Specifications —That part of the Contract Documents
consisting of written technical descriptions of materials,
equipment, systems, standards, and workmanship as applied to
the Work and certain administrative details applicable thereto.
40. Substantial Completion —The time at which the Work
(or a specified part thereof) has progressed to the point where,
in the opinion of ENGINEER, the Work (or a specified part
thereof) is sufficiently complete, in accordance with the
Contract Documents, so that the Work (or a specified part
thereof) can be utilized for the purposes for which it is
intended. The terns *substantially complete" and
"substantially completed" as applied to all or part of the Work
refer to Substantial Completion thereof.
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 10 of 12
MI: WHO
41. Supplementary Conditions —That part of the Contract
Documents which amends or supplements the General
Conditions.
42. (Modified) Total Project Costs —The sum of the
Constriction Cost, allowances for contingencies, the total
costs of services of ENGINEER or other design professionals
and consultants, cost of land, rights -of -way, compensation for
damages to properties, OWNER's costs for legal, accounting,
insurance counseling or auditing services, interest and
financing charges incurred in connection with the Project, and
the cost of other services to be provided by others to OWNER
pursuant to Exhibit B of this Agreement.
43. Work —The entire completed construction or the
various separately identifiable parts thereof required to be
provided under the Contract Documents with respect to this
Project Work includes and is the result of performing or
fiunishing labor, services, and documentation necessary to
produce such construction and furnishing, installing, and
incorporating all materials and all equipment into such
construction, all as required by the Contract Documents.
44. Work Change Directive —A written directive to
Contractor issued on or after the Effective Date of the
Construction Agreement and signed by OWNER upon
recommendation of the ENGINEER, ordering an addition,
deletion, or revision in the Work, or responding to differing or
unforeseen subsurface or physical conditions under which the
Work is to be performed or to emergencies. A Work Change
Directive will not change the Contract Price or the Contract
Times but is evidence that the parties expect that the change
directed or documented by a Work Change Directive will be
incorporated in a subsequently issued Change Order following
negotiations by the parties as to its effect, if any, on the
Contract Price or Contract Times.
45. Written Amendment —A written amendment of the
Contract Documents sighed 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
eight (8) pages.
B. Exhibit B, "OWNER's Responsibilities;' consisting
of two (2) pages.
C. Exhibit C, "Payments to ENGINEER for Services
and Reimbursable Expenses," consisting of 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,—
consisting of two (2) pages.
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.
1. Exhibit 1, "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 I to 12
inclusive, together with the Exhibits identified above)
constitutes the entire agreement between OWNER and
ENGINEER and supersedes all prior written or oral
understandings. This Agreement may only be amended,
supplemented, modified, or canceled by a duly executed
written instrument. This Agreement along with the exhibits
shall be read and construed as the same Agreement.
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page I 1 of 12
EXHIBIT A
IN WITNESS WHEREOF, the parties hereto have executed this Agreement, the Efi'ecdve Date of which is
indicated on page 1.
OWNER: CITY OF BAYTOWN
Signature:
Printed Name: Richard L. Davis
Title: Ci Manager
Date Signed:
Address for giving notices:
P.O. Box 424
Baytown, Texas 77522
Designated Representative (paragraph 6.02.A):
Name: lose A. Pastrana, P.E.
Title: Director of Engineering
Phone Number. (281) 420 -7154
Facsimile Number. (281) 420 -6586
E -Mail Address: iose.nastranaftaytown.org
ENGINEER: KIT PROFESSIONA , INC.
Signa
Printed Name:
Title: 2 �rfr'
Date Signed: / V
Address for giving notices:
2000 W. Sam Houston Pkwy S., Suite 1400
Houston, Texas 77042
Designated Representative (paragraph 6.02.A):
Name. y am}
Title: rr ll•I't`_
Phone Number. (713) 783 -8700
Facsimile Number. (713) 783 -8747
E -Mail Address:
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 12 of 12
EXHIBIT A
This is EXHIBIT A, consisting of 8 pages, referred to in and
part of the Agreement between OWNER and ENGINEER
for Professlonal Services dated
Initial:
OWNER
ENGINEER
ENGINEER'S Services 307�
Article I 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 I — BASIC SERVICES (Modified)
A1.01 Preliminary Design Phase
A. ENGINEER shall:
1. (Modified) Consult with OWNER to define and clarify OWNER's requirements for the Project and to
gather operational information on the existing facilities.
2. (Modified) 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. Develop a data needs list for submittal to Owner.
3. (Modified) Identify, consult with, and analyze requirements of OWNER and all other governmental
authorities having jurisdiction to issue permit or 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 Preliminary Design Phase tasks or deliverables:
a. Coordinate interim meetings with the OWNER during the course of the preliminary design process
to provide the OWNER with an update on progress on the project with regards to the agreed
schedule.
b. Research and gather existing relevant data on the lift stations, force mains, and gravity sewers such
as "as built" plans and specifications for the original project and upgrade project, existing utility
information, etc.
c. Research and gather information on private utilities (i.e. gas, electrical, telephone, pipelines, etc.)
within and near the vicinity of the lift station site and route of proposed gravity sewer and force
main.
d. Perform field reconnaissance and review detailed topographic survey of the site, immediate
vicinity, and gravity sewer and force main route to obtain information on surface features and any
other information that are required for design and construction of improvements and expansion.
e. Research and collect available data on utilities and existing facility through record drawings, GIS,
aerial photographs, etc.
Page 1 of 8 Pages
(EXHIBIT A - Scope of Work)
EXHIBIT A
f. Research real estate/casement acquisition options for use in the event lift station site must be
expanded.
g. Research flood plain and floodway status of the project area
h. Review and analysis of available data and evaluate projected land use and flow information data to
determine current and projected future flow rates to lift station. Data will be presented in tabular
and graphic forms. The effort will include the review of historical flow data for similarly
developed areas of Baytown.
i. Prepare preliminary hydraulic calculations to assess the required capacity and improvements for
the lift station, gravity sewer, and force main for IH 10 No. 2 Lift Station.
j. Perform a detailed physical inspection, condition assessment, and capacity verification of the
existing 1H 10 No. 2 Lift Station facilities including the following:
k. Conduct a visual inspection of the dry pit and wet well to assess the condition of pumps, piping,
motors, electrical and standby generation equipment, instrumentation and controls, concrete and
coatings, wet well joints, suction piping and supports, and access hatches. Inspect civilisite
concrete structures including equipment foundations and pads and pavement.
I. Review final design documents, submittals, and as -built drawings to verify design capacity of lift
station, including all components.
m. Witness operation of existing IH 10 No. 2 Lift Station (working with Owner operations staff) to
verify discharge capacity and compliance with regulatory agency requirements.
n. Evaluate condition and capacity of existing electrical, instrumentation, and control system at IH 10
No. 2 Lift Station and identify any required improvements to accommodate installation of higher
horsepower motors.
o. Evaluate expansion, rehabilitation and component replacement alternatives for the existing IH 10
No. 2 Lift Station to accommodate the projected flows. ENGINEER will prepare Cost Estimates
for all identified alternatives.
p. Recommend improvements for the existing IH 10 No. 1 Lift Station to accommodate the projected
flows and operate reliably for approximately 10 years. ENGINEER will prepare Cost Estimates for
all identified improvements.
q. Develop preliminary design of the proposed 24 -inch diameter gravity sewer.
7. (Added) Following the detailed assessment, hold a workshop with OWNER staff, operations personnel
and other stakeholders to appraise the OWNER of the findings of the assessments, discuss the various
alternatives for the Project, review the probable construction cost for each option and establish a
consensus for the final recommendations in the Preliminary Engineering Report (PER).
8. (Modified) Prepare a preliminary engineering report (the "Report") documenting the findings of the
site assessments, the alternatives available for diversion of flow to NEW WTP service area, the results
of the workshop, and the recommendations for inclusion in the Final Design of the Project. The Report
will, as appropriate, contain schematic layouts, sketches and conceptual design criteria with appropriate
exhibits to indicate the agreed -to requirements, considerations involved, and those alternate solutions
available to OWNER which ENGINEER recommends. ENGINEER will prepare an Association for
Advancement of Cost Engineering (AACE) Engineers Class 4 Opinion of Probable Construction Costs
(EOPCC) for the lift station improvements.
9. Furnish three (3) review copies of the draft Report plus one (1) electronic copy to OWNER within
twenty-one (21) calendar days of authorization to begin services and review the preliminary design
submittal with OWNER.
10. Furnish three (3) final copies of the preliminary design submittal plus one electronic copy to OWNER
within twenty-one (2 1) calendar days after reviewing the draft of such submittal with OWNER.
B. (Modified) ENGINEER's services under the Preliminary Design Phase will be considered complete on the
date when the final copies of the preliminary design submittal has been delivered to and accepted by
OWNER.
Page 2 of 8 Pages
(EXHIBIT A - Scope of Work)
EXHIBIT A
A1.02 Final Design Phase
A. Upon written authorization from OWNER, ENGINEER shall:
1. On the basis of the above acceptance, direction, and authorization, prepare final drawings indicating the
scope, relationships, fortes size and appearance of the Project by means of plans, profiles, construction
details and specifications together with the extent and character of the Work to be performed and furnished
by Contractor, including the quality levels for major materials. Specifications will be prepared, where
appropriate, in conformance with the 16- division format of the Construction Specifications Institute or
other format agreed to in writing by OWNER and ENGINEER.
2. Provide technical criteria, written descriptions, and design data for OWNER's use in filing applications for
permits from or approvals of governmental authorities having jurisdiction to review or approve the final
design of the Project and assist OWNER in consultations with appropriate authorities, including, but not
limited to, those required approvals ofthe Texas Commission on Environmental Quality (TCEQ).
3. Advise OWNER of any adjustments to the opinion of probable Construction Cost and any adjustments to
EOPCC known to ENGINEER, with each major component separately itemized, including the following,
which will be separately itemized: EOPCC, allowances for contingencies and for the estimated total costs
of design, professional, and related services provided by ENGINEER and, on the basis of information
famished by OWNER, allowances for other items and services included within the definition EOPCC.
4. Perform or provide the following additional final Design Phase tasks or deliverables:
a. Prepare plan and profile drawings for force mains and gravity sewers.
b. Prepare the design for improvements to the IH 10 No. I Lift Station and IH 10 No. 2 Lift Station
in accordance with the recommendations outlined in the PER submitted to the OWNER.
c. Attend coordination meetings associated with the planning, data acquisition, or design of the
project improvements.
d. Coordinate with private utility companies, and other entities that may be involved to obtain
information on their existing facilities and requirements that may affect the Project.
e. Prepare base mapping of the project area. Plot survey data of proposed force mains and other
pipelines, as applicable.
E Obtain the services of a Subconsultant to perform a topographic survey of the site and immediate
vicinity, including areas west of the existing lift station site, and areas adjacent to the IH 10
frontage road to obtain information on surface features and any other information that may be
needed for the design and construction of required improvements and expansion of the Project.
g. Obtain the services of a Subconsultant to perform a geotechnical investigation to conduct field
exploration, including drilling, sampling, and analysis for 21 borings, approximately 30 -foot deep,
along the route of the gravity sewer, and to provide a geotechnical report, which shall include all
field data, laboratory testing data, and geotechnical recommendations to be included in the Project
specifications
h. Prepare a storm water pollution prevention plan (SWPPP) in accordance with the Texas National
Pollutant Discharge Elimination System (TPDES) General Permit for Storm Water Discharge from
construction sites.
i. Prepare civil, mechanical, structural plans and details for proposed lift station improvements.
j. Obtain the services of an electrical subconsultant to perform the following services:
(1) Design electrical and instrumentation and control reliability improvements for IH 10 No. l
Lift Station.
(2) Design electrical and instrumentation and control improvements for IH 10 No. 2 Lift Station
to accommodate increased horsepower pump motors.
k. Assist the OWNER in coordinating the project improvements with other governmental entities and
private utilities.
I. Review geotechnical information to determine potential soil conditions and potential effect on
construction methodology and costs.
Page 3 of 8 Pages
(EXHIBIT A - Scope of Work)
EXHIBIT A
m. Coordinate with other governmental entities or utility agencies in regard to the Project. Obtain
approvals required by governmental authorities with jurisdiction over the design and/or operation
of the project and public and private utilities, including pipeline companies affected by this
project.
n. Coordinate and meet with construction contractors performing similar work and obtain information
on construction costs, constructability issues and any other items that would aid with the design.
o. Prepare project specifications.
p. Project will be designed to bid as two packages, one for gravity sewers and/or force mains and one
for improvements to lift stations.
5. Make appropriate recommendations to the OWNER to adjust the Project size, quality or
budget if at any time the ENGINEER's estimate of the EOPCC exceed the OWNER's budget.
6. Provide three full -size sets of 60 percent documents along with updated cost estimates for the
OWNER's review and comment within 150 calendar days of authorization to begin services
and review, present and discuss with OWNER.
7. Revise the 60 percent documents in response to OWNER's and other parties' comments, as
appropriate.
8. Provide three full -size sets of 90 percent documents along with updated cost estimates for the
OWNER's review and comment within 60 calendar days of receiving OWNER's comments
on the 60 percent documents and review, present and discuss it with OWNER.
9. Revise the documents in response to OWNER's and other parties' comments, as appropriate.
10. Provide three full -size sets of 100 percent Bidding Documents for the OWNER's review and
comment within 30 calendar days after receiving OWNER's comments on the 90 percent
documents.
11. Revise the documents in response to OWNER's and other parties' comments, as appropriate,
and furnish one final bound copy, one unbound copy, 15 discs with an electronic copy (PDF
format) of the revised 100 percent Bidding Documents and a revised opinion of probable
Construction Cost to the OWNER within 10 calendar days after completion of reviewing 100
percent Bidding Documents with OWNER.
B. (Modified) ENGINEER's services under the Design Review Phase will be considered complete on the date
when the submittals required by paragraph AI.02.A have been delivered to and accepted by OWNER
A1.03 Bidding or Negotiating Phase
A. After acceptance by OWNER of the Bidding Documents and the most recent opinion of probable Constriction
Cost as determined in the Design Revision Phase and upon written authorization by OWNER to proceed,
ENGINEER shall:
1. Assist OWNER in advertising for and obtaining bids for the Work.
2. Contact and inform appropriate local, state, and national contractors of Project. Answer questions and
issue Addenda as appropriate to clarify, correct, or change the Bidding Documents.
3. Consult with OWNER as to the acceptability of subcontractors, suppliers, and other individuals and
entities proposed by Contractor for those portions of the Work as to which such acceptability is
required by the Bidding Documents.
Page 4 of 8 Pages
(EXHIBIT A - Scope of Work)
EXHIBIT A
4. (Modified) Conduct the Mandatory Pre -Bid Conference and prepare summary of pre-bid meeting
minutes for the Project and distribute to all prospective bidders.
5. Prepare bid tabulation sheets, assemble contract documents, assist OWNER in both evaluating bids or
proposals and awarding contracts for the Work, and prepare a letter of recommendation for award.
6. (Modified) Attend the bid opening, prepare Bid tabulation sheets, assemble contract documents, assist
OWNER in both evaluating Bids or proposals, and assist in awarding contracts for the Work.
7. Require Professional's subconsultant(s) to attend the Mandatory Pre -Bid Conference, prepare Addenda as
necessary, prepare responses to written questions, and provide support in reviewing bids.
8. Assist in connection with Bid protests, rebidding, or re- negotiating contracts for construction, materials,
equipment, or services.
B. (Modified) The Bidding or Negotiating Phase will be considered complete upon commencement of the
Construction Phase.
A1.04 Construction Phase
A. Upon successful completion of the Bidding and Negotiating Phase, and upon written authorization from
OWNER, ENGINEER shall:
I. 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 Testing Laboratory. Assist OWNER in the selection of an
independent testing laboratory to perform testing services, if any. ENGINEER shall provide two sets
of construction drawings and one copy of the specification book.
3. Pre- Construction Conference. Prepare a Pre - Construction Conference agenda and conduct a Pre -
Construction Conference prior to commencement of Work at the Site. Furnish three full -size set of
drawings labeled issued for construction at the Prc- Construction Conference. Prepare and provide a
summary of the Pre- Construction Conference minutes for the Project and distribute it to all parties.
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,
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,
Page 5 of 8 Pages
(EXHIBIT A - Scope of Work)
EXHIBIT A
ENGINEER will determine if Contractor's work is proceeding in accordance with the Contract
Documents, and ENGINEER shall keep OWNER informed of the progress of the Work.
b. (Modified) The purpose of ENGINEER's visits to, and representation by the Resident Project
Representative, if any, at the Site, will be to enable ENGINEER to better carry out the duties and
responsibilities assigned to and undertaken by ENGINEER during the Construction Phase, and,
in addition, by the exercise of ENGINEER's efforts as an experienced and qualified design
professional, to provide for OWNER a greater degree of confidence that the completed Work
will substantially conform to the Contract Documents and that the integrity of the design concept
of the completed Project as a functioning whole as indicated in the Contract Documents has been
implemented and preserved by Contractor. ENGINEER shall not, during such visits or as a
result of such observations of Contractor's work in progress, supervise, direct, or have control
over Contractor's work, nor shall ENGINEER have authority over or responsibility for the
means, methods, techniques, sequences, or procedures of construction selected by Contractor, for
safety precautions and programs incident to Contractor's work, or for any failure of Contractor to
comply with Laws and Regulations applicable to Contractor's 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.
6. Perform or provide the following additional Construction Phase tasks or deliverables:
a. Retain the services of an Electrical Consultant to attend the Pre- Construction Conference, if
requested by OWNER; to respond to all Requests for Information (RFIs), shop drawings and
submittal review related to electrical and instrumentation work; to perform interim inspection(s)
to observe as an experienced and qualified electrical professional the progress and quality of the
Work; to provide a detailed punch list of items in need of correction; and to conduct a final
inspection to determine compliance with the Construction Documents.
7. (Modified) Defective Work. Recommend to OWNER that Contractor's work be disapproved and
rejected while it is in progress if, on the basis of such observations, ENGINEER believes that such
work will not produce a completed Project that substantially conforms to the Contract Documents or
that it will prejudice the integrity of the design concept of the completed Project as a functioning
whole as indicated in the Contract Documents.
8. Clarifications and Interpretations, Field Orders. Issue necessary clarifications and interpretations of
the Contract Documents as appropriate to the orderly completion of Contractor's work. Such
clarifications and interpretations will be consistent with the intent of and nwanably inferable from the
Contract Documents. ENGINEER may issue Field Orders authorizing minor variations from the
requirements of the Contract Documents.
9. Change Orders and Work Change Directives. Recommend Change Orders and Work Change
Directives to OWNER, as appropriate, and prepare Change Orders and Work Change Directives as
required
10. Shop Drawings and Samples. Review and approve or take other appropriate action in respect to Shop
Drawings and Samples and other data which Contractor is required to submit, but only for
conformance with the information given in the Contract Documents and compatibility with the design
concept of the completed Project as a functioning whole as indicated in the Contract Documents.
Such reviews and approvals or other action will not extend to means, methods, techniques, sequences
or procedures of construction or to safety precautions and programs incident thereto. ENGINEER
has an obligation to meet any Contractor's submittal schedule that has earlier been acceptable to
ENGINEER.
Page 6 of 8 Pages
(EXHIBIT A - Scope of Work)
EXHIBIT A
11. Substitutes and "or- equal. " Evaluate and determine the acceptability of substitute or "or-equal-
materials and equipment proposed by Contractor, but subject to the provisions of paragraph A2.01 of
this Exhibit A.
12. Inspections and Tests. Require such special inspections or tests of Contractor's work as deemed
reasonably necessary, and receive and review all certificates of inspections, tests, and approvals
required by Laws and Regulations or the Contract Documents. ENGINEER's review of such
certificates will be for the purpose of determining that the results certified indicate compliance with
the Contract Documents and will not constitute an independent evaluation that the content or
procedures of such inspections, tests, or approvals comply with the requirements of the Contract
Documents. ENGINEER shall be entitled to rely on the results of such tests.
13. (Modified) Disagreements between OWNER and Contractor. Render formal written decisions on all
claims of OWNER and Contractor relating to the acceptability of Contractors work or the
interpretation of the requirements of the Contract Documents pertaining to the execution and progress
of Contractors work. In rendering such decisions, ENGINEER shall be fair and not show partiality
to OWNER or Contractor.
14. Applications for Payment. (Not used).
a. Determine the amounts that ENGINEER recommends Contractor be paid within five calendar
days of receiving a payment request. Such recommendations of payment will be in writing and
will constitute ENGINEER's representation to OWNER, based on such observations and
review, that, to the best of ENGINEER's knowledge, information and 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 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.14.a are expressly subject to the limitations set
forth in paragraph A1.04.A.14.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 the City free and clear of any liens, claims, security interests, or encumbrances, or
that there may not be other matters at issue between OWNER and Contractor that might affect
the amount that should be paid.
15. Contractor's Completion Documents.
Page 7 of 8 Pages
(EXHIBIT A - Scope of Work)
EXHIBIT A
a. Receive bonds, certificates, or other evidence of insurance not previously submitted to the City of
Baytown and required by the Contract Documents, certificates of inspection, tests and approvals,
Shop Drawings, Samples and other data approved as provided under paragraph AI.04.A.10, and
the annotated record documents which are to be assembled by Contractor in accordance with the
Contract Documents to obtain final payment. The extent of such ENGINEER's review will be
limited as provided in paragraph AI.04.A.10.
b. Transmit these documents to OWNER within 10 calendar days of receipt of documents from
Contractor.
c. Prepare and furnish to OWNER Record Drawings on reproducible mylar and in adobe .pdf
format showing appropriate record information based on Project annotated record documents
received from Contractor.
16. Inspection. Promptly after notice from Contractor that Contractor considers the entire Work ready for its
intended use, in company with OWNER and Contractor, conduct inspections to determine if the Work is
finally complete. ENGINEER shall prepare punch -lists as necessary for the Work to achieve final
completion.
17. (Modified) Final Notice of Acceptability of the Work. Conduct a final inspection to determine if the
completed Work of Contractor is acceptable so that ENGINEER may recommend, in writing, final
payment to Contractor. Accompanying the recommendation for final payment, ENGINEER shall also
provide a notice in the form attached hereto as Exhibit E (the -Notice of Acceptability of Work') that to
the best of ENGINEER's knowledge, information and belief and upon the exercise of ENGINEER'S due
diligence, the Work is acceptable and is in compliance with the Contract Documents.
B. Duration of Construction Phase. The Construction Phase will commence with the execution of the first
Construction Agreement for the Project or any part thereof and will terminate upon final payment to
Contractors.
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
famish the Work in accordance with the Contract Documents.
PART 2 — ADDITIONAL SERVICES
A2.01 Additional Services Requiring OWNER's Authorization in Advance
Not Included
A2.02 Required Additional Services
Not Included
Page 8 of 8 Pages
(EXHIBIT A - Scope of Work)
EXHIBIT A
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
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 asset 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 fumish copies of all design and construction standards which OWNER
will require to be included in the Drawings and Specifications; and famish copies of OWNER's standard forms,
conditions, and related documents for ENGINEER to include in the Bidding Documents, when applicable.
B. Furnish to ENGINEER any other available information pertinent to the Project including reports and data
relative to previous designs, or investigation at or adjacent to the Site. 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 i of 2 Pages
(Exhibit B OWNER's Responsibilities)
EXHIBIT A
H. (Deleted).
1. (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.
K. (Deleted).
L. (Deleted).
M. (Deleted).
N. (Deleted).
Page 2 of 2 Pages
(Exhibit B OWNER's Responsibilities)
EXHIBIT A
This is EXHIBIT C. consisting of 2 pages, referred to in and
part of the Agreement between OWNER and ENGINEER
for Professional Services dated
Initial:
OWNER
ENGINEER
Payments to ENGINEER for Services and Reimbursable Expenses
Article 4 of the Agreement is amended and supplemented
to include the following agreement of the parties:
ARTICLE 4 -- PAYMENTS TO THE ENGINEER
C4.01 For Basic Services Having A Determined
Scope Cost not to Exceed Method of Payment
A. OWNER shall pay ENGINEER for Basic
Services set forth in Exhibit A as follows:
1. (Modified) A cost not to exceed
amount of $270.800.50 based upon the rate
schedule, which is attached as Appendix 1 of Exhibit
C and incorporated herein for all intents and
purposes. This amount does not include those
ENGINEER'S Consultant's charges as provided
below in this Article 4, Subparagraph C4.05, and
will be distributed at the completion of each of the
phase in the following amount:
Preliminary Engineering Phase.... S42,625.00
Final Design Phase ....................$163,881.50
Bid Phase ................ .....................$11,408.00
Construction Phase . .....................$52,886.00
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. 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
Method of Payment
A. (Not Used).
C4.03 For Additional Services
A. OWNER shall pay ENGINEER for Additional
Services as follows:
1. General. For services of ENGINEER's
employees engaged directly on the Project pursuant
to paragraph A2.01 or A2.02 of Exhibit A of the
Agreement, except for services as a consultant or
witness, an amount based upon the actual hours
worked and the rate schedule, which is attached as
Appendix 1 of Exhibit C and incorporated herein for
all intents and purposes plus Reimbursable
Expenses. Additional Services shall not be
performed without the prior written consent of the
OWNER.
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 2 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 following:
Preliminary Design Phase .................... $1,335.00
Final Design Phase ............................. $15,335.30
Bidding Phase .......... ............................... $300.00
Page 1 of 2 Pages
(Exhibit C - Basic Services With Determined Scope — Cost not to exceed Method)
EXHIBIT A
Construction Phase ......... ......................$3,425.00
B. (Modified) Reimbursable Expenses include the
following categories: mileage, parking tolls, long
distance, reproduction of Drawings, Specifications,
Bidding Documents, and similar Project- related items in
addition to those required under Exhibit A, and, if
authorized in advance by OWNER.
C. The amounts payable to ENGINEER for
Reimbursable Expenses will be the Project - related
internal expenses actually incurred or allocated by
ENGINEER, plus all invoiced external Reimbursable
Expenses allocable to the Project, the latter multiplied by
a Factor of (1.101. Travel, meals, mileage, rental cars,
and like expenses are not subject to the 1.10 Factor.
D. Deleted.
E. (Added) The OWNER must approve all travel
expenses before the same are incurred. if such approval
is not obtained, the OWNER shall not be liable for such
travel expenses.
C4.05 For ENGINEER 'r Consultant's Charges
A. (Modified) Whenever compensation to
ENGINEER herein is stated to include charges of
ENGINEER's Consultants, those charges shall be the
amounts billed by ENGINEER's Consultants to
ENGINEER times a Factor of (1.10). The consultant
charges shall not exceed the following amounts specified
for each of the following services, unless approved in
writing by the OWNER. The charges include the factor,
and shall not exceed the following without prior written
consent of the OWNER.
Preliminary Design Phase
Electrical and Instrumentation
Subcontractor ........................... $5,850.00
Final Design Phase
Electrical and Instrumentation
Subcontractor .........................
$23,950.00
Survey Subcontractor ..................$62,000.00
Geotechnical Subcontractor .........
$47,403.00
Bidding Phase
Electrical and Instrumentation
Subcontractor ...........................
$1,000.00
Construction Phase
Electrical and Instrumentation
Subcontractor ...........................
S7,750.00
C4.06 Direct Labor Costs
A. Direct Labor Costs means salaries and wages
paid to ENGINEER's employees but does not include
payroll related costs or benefits.
B. (Deleted).
4.07 Factors
(Deleted)
C4.08 Other Provisions Concerning Payment
A. Progress Payments. The portion of the
amounts billed for ENGINEER's services which are
identified in paragraphs C4.01 and C4.03, will be
based on the Direct Labor Costs for the cumulative
hours charged to the Project during the billing
period by all of ENGINEER's employees, plus
Reimbursable Expenses and ENGINEER's
Consultant's charges, if any.
Page 2 of 2 Pages
(Exhibit C - All Other Services/Charges — Cost not to Exceed Method of Payment)
EXHIBIT A
APPENDIX 1 OF EXHIBIT C - HOURLY RATES
Hourly Rates for ENGINEER'S Staff-
All services are to be billed on an hourly basis based on time and materials and based upon the following rates.
Principal/Technical Advisor
Project Mane er
!$263.50
I3.90
Desi Mana er
79.80
Project En ineer H
70.50
Project Engineer I
$124.00
Graduate Engineer
$108.50
Senior CADD
$108.50
CADD
$93.00
Site Re resentative
$85.00
Admin. Assistant
$77.50
Page 1 of I Pages
(Appendix 1 or Exhibit C Hourly Rates)
EXHIBIT A
APPENDIX 2 OF EXHIBIT C — REIMBURSEMENT OF COSTS
External Reproduction and Deliveries: Cost plus 10%
Internal expenses: Cost
Mileage: IRS Rate
Travel: Cost
Page I of 1 Pages
(Appendix 2 of Exhibit C Reimbursement of Costs)
EXHIBIT A
This is EXHIBIT E, consisting of 2 pages, referred to in and
part of the Agreement between OWNER and ENGINEER
for Professional Services dated
NOTICE OF ACCEPTABILITY OF WORK
PROJECT:
OWNER.
OWNER's Construction Contract Identification:
EFFECTIVE DATE OF THE CONSTRUCTION AGREEMENT:
CONSTRUCTION CONTRACT DATE:
ENGINEER:
To:
And To:
OWNER
CONTRACTOR
Initial:
OWNER
The undersigned hereby gives notice to the above OWNER and CONTRACTOR that the completed Work
Furnished and performed by CONTRACTOR under the above Contract is acceptable, expressly subject to the
provisions of the related Contract Documents and the terms and conditions set forth on the reverse side hereof.
Title:
Dated:
Page 1 of 2 Pages
(Exhibit E Notice of Acceptability of Work)
EXHIBIT A
(Reverse side of Notice)
CONDITIONS OF NOTICE OF ACCEPTABILITY OF WORK
The Notice of Acceptability of Work ( °Notice'l on the front side of this sheet is expressly made subject to the
following terms and conditions to which all persons who receive said Notice and rely thereon agree:
1. Said Notice is given with the skill and care ordinarily used by members of the engineering profession practicing
under similar conditions at the same time and in the same locality.
2. Said Notice reflects and is an expression of the professional judgment of ENGINEER.
3. Said Notice is given as to the best of ENGINEER's knowledge, information, and belief as of the date hereof.
4. (Modified) Said Notice is based entirely on and expressly limited by the scope of services ENGINEER has been
employed by OWNER to perform or furnish during construction of the Project (including observation of the
CONTRACTOR's work) under ENGINEER's Agreement with OWNER and applies to facts that are within
ENGINEER's knowledge or could or should have been ascertained by ENGINEER as a result of carrying out
the responsibilities specifically assigned to ENGINEER under ENGINEER's agreement with OWNER.
5. (Modified) Said Notice is not a guarantee or warranty of CONTRACTOR's performance under the Construction
Contract nor an assumption of responsibility for any failure of the Contractor to famish and perform the work
thereunder in accordance with the Contract documents, unless ENGINEER knew or should have known of such
failure and failed to notify the Owner of such failure and take appropriate action so that the same were corrected
and brought into compliance with the Contract Documents.
Page 2 of 2 Pages
(Exhibit E Notice of Acceptability of Work)
EXHIBIT A
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 he 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, ongoing & Completed Operations: $1,000,000
Personal & Advertising Injury: $1,000,000
Per Occurrence: $1,000,000
a. Coverage shall be broad form CGL
b. No coverage shall be excluded from standard policy without notification of individual exclusions being
attached for review and acceptance.
c. Waiver of Subrogation required.
Business Automobile Policy (BAP)
Combined Single Limits: $1,000,000
Waiver of Subrogation required
a. Coverage for "Any Auto."
Workers' Compensation Insurance
Statutory Limits.
Employer's Liability. $1,000,000
Waiver of Subrogation required.
Errors & Omissions (E &O)
Limit: $2,000,000
a. For all engineers, and/or design companies.
Page 1 of 2 Pages
(Exhibit G - Insurance)
EXHIBIT A
b. Claims -made form is acceptable.
c. Coverage will be in force for three (3) years after project is completed.
Upon execution of this contract, ENGINEER shall file with the OWNER valid Certificates of Insurance and
endorsements acceptable to the OWNER. Such Certificates shall contain a provision that coverage afforded under
the policies will not be canceled, suspended, voided, or reduced until at least thirty (34) days' prior written notice has
been given to the OWNER via certified mail, return receipt requested.
The ENGINEER shall also file with the OWNER valid Certificates of Insurance covering all subcontractors.
The following are general requirements applicable to all policies:
a. AM Best Rating of A -:VII or better.
b. Insurance carriers licensed and admitted to do business in the State of Texas will be accepted.
c. Liability policies will be on occurrence form. E & O can be on claims -made form.
d. OWNER, 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 OWNER, certified copies of all insurance policies and/or certificates of
insurance shall be furnished to OWNER's representative. Certificates of insurance showing evidence of
insurance coverage shall be provided to OWNER's representative prior to execution of this agreement.
f. Upon request of and without cost to OWNER, loss runs (claims listing) of any and/or all insurance coverage
shall be furnished to OWNER's representative.
Page 2 of 2 Pages
(Exhibit G - Insurance)
EXHIBIT A
This is EXHIBIT & consisting of 2 pages, referred to in and part of
the Agreement between OWNER and ENGINEER for
Professional Services dated
Initial:
OWNER
ENGINEER
Indemnification
ENGINEER AGREES TO AND SHALL INDEMNIFY AND HOLD
HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS, AND
EMPLOYEES (HEREAFTER REFERRED TO AS THE "CITY")
FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES,
DAMAGES, CAUSES OF ACTION, SUITS AND LIABILITY OF
EVERY KIND, INCLUDING ALL EXPENSES OF LITIGATION,
COURT COSTS, AND ATTORNEY'S FEES, FOR 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 CITY,
THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH
IS INDEMNITY BY ENGINEER TO INDEMNIFY AND PROTECT
CITY 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 CITY FROM
WHICH THE CITY IS INDEMNIFIED, ENGINEER FURTHER
EXHIBIT A
AGREES AND COVENANTS TO DEFEND THE ACTION OR
PROCEEDING BY LEGAL COUNSEL ACCEPTABLE TO THE
CITY. THE INDEMNITY PROVIDED HEREINABOVE SHALL
SURVIVE THE TERMINATION AND /OR EXPIRATION OF THIS
AGREEMENT.
By this Agreement, the 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 expiration of this Agreement.