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Ordinance No. 13,166ORDINANCE NO. 13,166 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS, AUTHORIZING A PROFESSIONAL SERVICES AGREEMENT WITH KIMLEY- HORN AND ASSOCIATES, INC., FOR THE SAN JACINTO BOULEVARD PROJECT -- PHASE 2; AUTHORIZING PAYMENT BY THE CITY OF BAYTOWN IN AN AMOUNT NOT TO EXCEED FIVE HUNDRED EIGHTY -EIGHT THOUSAND THREE HUNDRED AND NO /100 DOLLARS ($588,300.00); MAKING OTHER PROVISIONS RELATED THERETO; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. ****************************************************** * * * * * * * * * * * * * * * * * * * * * * * * * * * * * ** BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS: Section 1: That the City Council of the City of Baytown, Texas, hereby authorizes and directs the City Manager to execute and the City Clerk to attest to a Professional Services Agreement with Kimley -Horn and Associates, Inc., for the San Jacinto Boulevard Project Phase 2. A copy of said agreement is attached hereto as Exhibit "A" and incorporated herein for all intents and purposes. Section 2: That the City Council of the City of Baytown authorizes payment to Kimley- Horn and Associates, Inc., in an amount not to exceed FIVE HUNDRED EIGHTY -EIGHT THOUSAND THREE HUNDRED AND N01100 DOLLARS ($588,300.00) for professional services in accordance with the agreement authorized in Section 1 hereinabove. Section 3: That the City Manager is hereby granted general authority to approve a decrease or an increase in costs by FIFTY THOUSAND AND NO /100 DOLLARS ($50,000.00) or less, provided that the amount authorized in Section 2 hereof may not be increased by more than twenty-five percent (25 %)• Section 4: This ordinance shall take effect City Council of the City of Baytown. INTRODUCED, READ and PASSED by the affirmati Baytown this the 14'h day of April, 2016. J APPROVED AS TO FORM: ACIO RAMIREZ, SR., City tt mey and after its passage by the of the City Council of the City of DONCARLOS, Mayor R:%KarenlFilesiCity Council'.0rdinances\2016Wpn1 14 KimleyHomAgreement4SanJacintoB lvdPhase2.doc �= m; it LL =0 �s t� R:%KarenlFilesiCity Council'.0rdinances\2016Wpn1 14 KimleyHomAgreement4SanJacintoB lvdPhase2.doc Exhibit "A" STANDARD FORM OF AGREEMENT BETWEEN OWNER AND ENGINEER FOR PROFESSIONAL SERVICES THIS AGREEMENT effective as of the I day of_Ay,l .2016 ( "Efrective Date'). Between City of Baytown ( "OWNER") and Kimley -Horn and Associates, Inc. ("ENGINEER") OWNER intends to contract with ENGINEER for professional engineering services to provide final roadway design services necessary for the construction of Phase H of San Jacinto Boulevard. The Project extends from approximately 600 feet south of the intersection of Cedar Bayou Lynchburg Road at Bush Road to approximately 3,100 feet north of the same intersection. The design also includes roadway and drainage improvements at Connally Road and Cedar Bayou Lynchburg Road which will add an additional approximate 400 feet of roadway design. The final roadway design will be based on the approved schematic layout provided as part of the San Jacinto Boulevard Preliminary Design and ROW Documents. The final design will be based on local design criteria and does not anticipate Federal or State funding being utilized as a potential funding source. OWNER and ENGINEER in consideration of their mutual covenants as set forth herein agree as follows: Standard Form of Agreement Between Owner and Engineer for Professional Services Page 1 of 12 TABLE OF CONTENTS pees ARTICLEI - SERVICES OF ENGINEER ......................................................................................... ............................... 3 1.01 Scope ................................ ............................... ..... 3 ARTICLE 2 - OWNER'S RESPONSIBILITIES .................................................................................. ............................... 3 2.01 General ........ .. .......................................................................................... _._ ............................. ........................ 3 ARTICLE 3 - TM ES FOR RENDERING SERVICES ....................................................................... ............................... 3 3.01 General ................................................................................................................................ ............................... 3 3.02 Suspension .......................................................................................................................... ............................... 3 ARTICLE 4 - PAYNIENTS TO ENGINEER ....................................................................................... ............................... 3 4.01 Methods of Payment for Services and Reimbursable Expenses of ENGINEER .............. ............................... 3 4.02 Other Provisions Concerning Payments ............................................................................. ............................... 3 ARTICLE5 - OPINIONS OF COST .................................................................................................... ............................... 4 5.01 Opinions of Probable Construction Cost .......................................................................... ............................... 4 5.02 Designing to Construction Cost Limit ............................................................................... ............................... 4 5.03 Opinions of Total Project Cost s ........................................................................................ ............................... 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 .............................................................................................................. ............................... 6 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 Severabilit y ......................................................................................................................... ............................... 8 6.15 Waiver ................................................................................................................................ ............................... 8 6.16 Headings ............................................................................................................................. ............................... 8 ARTICLE7 - DEFINITIONS ............................................................................................................... ............................... 8 7.01 Defined Terms ................................................................................................................... ............................... 8 ARTICLE 8 - E}Q-IIBITS AND SPECIAL PROVI SI ONS ................................................................ ............................... 11 8.01 Exhibits Included .............................................................................................................. ............................... 1 8.02 Total Agreement .............................................................................................................. ............................... t Standard Form of Agreement Between Owner and Engineer for Professional Services Page 2 of 12 ARTICLE I - 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 die 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 tern "day" means a calendar day of 24 hours. 3.02 Suspension A (Deleted) B. (Modified) If ENGINEER's services are suspended 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 such suspension and reactivation and the fact that die 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 fiunished 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 4.01 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 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 sliall be received by the OWNER not later than sixty calendar (60) days from die date die ENGINEER and/or its subconsultants perform the services or incur the expense. Failure by ENGINEER to comply with the requirements Iterein in a timely manner with this requirement shall result in the ENGINEER'S invoice being denied. B. (Modified) Pajwient ojtnvoices. Invoices are due and payable within 30 calendar days after the receipt of the invoice and the necessary backup information. If OWNER fails to make any payment due ENGINEER for services and expenses within 30 calendar days after receipt of ENGINEER's invoice and the 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 30th calendar day. ENGINEER may after giving seven calendar days' written notice to OWNER Standard Form of Agreement Between Owner and Engineer for Professional Services Page 3 of 12 suspend services under this Agreement until ENGINEER has been paid in fidl 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 hivoices. In die 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 alt services performed or fiunished and all Reimbursable Expenses incurred through the effective date of termination provided all instruments of service have been tendered to the OWNER 2. (Deleted) E. (Modified) Records of ENGINEER's Costs. Records of ENGINEER's costs pertinent to ENGINEER's compensation under this Agreement shall be kept in accordance with generally accepted accounting practices. Copies of such records will be made available to OWNER upon request at no cost to OWNER F. Legislathe 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) brdebtedhess. If ENGINEER, at any time during the term of this agreement, incurs a debt, as the word is defused 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 of 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 persons performing the applicable disciplines, including, but not limited to, surveyors and professional engineers, practicing under similar circumstances at die same time and in die same locality. B. (Modified) All professionals performing services under Usis Agreement shall be responsible for the technical accuracy of their services, and OWNER shall not be responsible for discovering deficiencies therein. ENGINEER shall correct such deficiencies without additional compensation except to the extent such action is directly attributable to deficiencies in OWNER- fiunished information Standard Form of Agreement Between Owner and Engineer for Professional Services Page 4 of 12 upon which ENGINEER is authorized to rely as provided in Section 6.01.E. C. ENGINEER shall perform or fiunish 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. Such professionals shall be appropriately licensed and/or registered to practice in the State of Texas. ENGINEER may employ such ENGINEER's Consultants as ENGINEER deems necessary to assist in the performance or fiunishing of the services. ENGINEER shall not be required to employ any ENGINEEWs 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 fiurnishing 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 die 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 wan-ant the existence of conditions whose existence ENGINEER cannot ascertain; provided, that ENGINEER has exercised due diligence and was not otherwise required to certify, guarantee or warrant the existence of such conditions. I. During the Construction Phase, ENGINEER shall not supervise, direct, or have control over Contractor's work, nor shall ENGINEER have authority over or responsibility for the means, methods, techniques, sequences, or procedures of construction selected by Contractor, for safety precautions and programs incident to the Contractor's work in progress, nor for any failure of Contractor to comply with Laws and Regulations applicable to Contractor's ftuisWng and performing the Work. J. (Modified) ENGINEER neither guarantees the performance of any Contractor nor assumes responsibility for any Contractor's failure to furnish and perform the Work in accordance with the Contract Documents. However, nothing contained in this paragraph shall be construed so as to absolve ENGINEER from liability for any such failure about which ENGINEER knew or should have known existed in the exercise of ENGINEER's services under this Agreement. K (Modified) ENGINEER shall not be responsible for the acts or omissions of any Contractor(s), subcontractor or supplier, or of any of the Contractor's agents or employees or any other persons (except ENGINEER's own employees and its consultants for which it is legally liable) at the Site or otherwise furnishing or perforating any of the Contractor's work; or for any decision made on interpretations or clarifications of the Contract Documents given by OWNER without consultation and advice of ENGINEER. L. (Modified) The General Conditions for any construction contract documents prepared hereunder are to be the Standard Form of Agreement between Owner and Contractor and as approved by OWNER in writing. 6.02 Authorized Project Representatives A. Contemporaneous with the execution of this Agreement, ENGINEER and OWNER shall designate specific individuals to act as ENGINEER's and OWNER's representatives with respect to the services to be performed or finished by ENGINEER and responsibilities of OWNER under this Agreement. Such individuals shall have authority to transmit instructions, receive information, and render decisions relative to the Project on behalf of each respective pay. 6.03 Design without Construction Phase Services (Deleted) Standard Form of Agreement Between Owner and Engineer for Professional Services Page 5 of 12 6.04 Use of Documents A. (Modified) Upon execution of this Agreement, the ENGINEER grants to the OWNER an ownership interest in the Instruments of Service. The ENGINEER shall obtain similar interests from the 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. As a condition to the OWNER's use of the Instruments of Service, the OWNER hereby expressly agrees to remove the ENGINEER's name and all references to the ENGINEER, and its consultants from the Documents. The OWNER hereby releases any and all claims which the OWNER could make arising out of or in connection with any reuse of the documents by the OWNER This release of claims for the matters covered in this Paragraph 6.04.A shall be for the benefit of the ENGINEER, its officers, and employees and sub - consultants, as well as their successors and assigns. B. (Modified) Copies of OWNER furnished data that may be relied upon by ENGINEER are limited to the printed copies that are delivered to ENGINEER pursuant to Exhibit B unless otherwise expressly stated or communicated by OWNER Files in electronic media format of text, data, graphics, or of other types that are punished by OWNER to ENGINEER are only for convenience of ENGINEER Any conclusion or information obtained or derived from such electronic files will be at the user's sole risk. C. Copies of Documents that may be relied upon by OWNER are limited to the printed copies (also known as hard copies) that are signed or sealed by the appropriate professional. Files in electronic media format of text, data, graphics, or of other types that are pnnished by ENGINEER to OWNER are only for convenience of OWNER. Any conclusion or information obtained or derived from such electronic files will be at the user's sole risk. D. Because data stored in electronic media format can deteriorate or be modified inadvertently or otherwise without authorization of the data's creator, the party receiving electronic files agrees that it will perform acceptance tests or procedures within 60 calendar days, after which the receiving party shall be deemed to have accepted the data thus transferred. The parry delivering the electronic files will correct any errors detected within the 60-day acceptance period. ENGINEER shall not be responsible to maintain documents stored in electronic media format after acceptance by OWNER E. When transferring documents in electronic media format, ENGINEER makes no representations as to long -term compatibility, usability, or readability of documents resulting from the use of software application packages, operating systems, or computer hardware differing from Arose used by ENGINEER at the beginning of this Project. F. (Modified) Any use of the Documents on any extension of the Project or on any other project shall be at OWNER's sole risk and OWNER hereby releases ENGINEER from any liability associated solely with the reuse of the Documents. G. If there is a discrepancy between the electronic files and the hard copies, the hard copies govern. H. Any verification or adaptation of the Documents for extensions of the Project or for any other project will entitle ENGINEER to further compensation at rates to be agreed upon by OWNER and ENGINEER 6.05 Insurance A. ENGINEER shall procure and maintain insurance as set forth in Exhibit G, ' Insurance. ' B. Not used C. Not used. D. Not used. E. Not used. F. At any time, OWNER may request that ENGINEER, at OWNER's sole expense, provide additional 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 Standard Form of Agreement Between Owner and Engineer for Professional Services Page 6 of 12 A. (Modified) The obligations hereunder may be terminated: 1. For cause, a. (Modified) By either party upon 30 calendar days written notice in the event of failure by the other party to perform in accordance with the terms hereof through no fault of the terminating party, or b. By ENGINEER upon seven calendar days' written notice if ENGINEER is being requested by OWNER to fimrnish or perform services contrary to ENGINEER's responsibility as a licensed professional. c. Notwithstanding the foregoing, this Agreement will not terminate as a result of such substantial failure if the party receiving such notice begins, within seven calendar days of receipt of such notice, to correct its failure to perform and proceeds diligently to cure such failure within no more thhan 30 calendar days of receipt thereof; provided, however, that if and to the extent such substantial failure cannot be reasonably cured within such 30 calendar day period, and if such party has diligently attempted to cure die same and thereafter continues diligently to cure the same [then the cure period provided for herein shalt extend up to, but in no case more than 60 calendar days after the date of receipt of the notice. 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 became 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 dudes 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. 6.04 Not Used. 6.10 Hazardous Environmental Condition A. OWNER represents to ENGINEER that to tike best 2. For coinvidehce by OWNER effective upon the of its knowledge a Hazardous Environmental Condition does receipt of notice by ENGINEER not exist. B. Not used, 6.07 Controlling Law A. This Agreement is to be governed by the law of the state in which die Project is located. Venue for all purposes shall be in Harris County. Texas. 6.08 Successors, Assigns, and Beneficiaries A. OWNER and ENGINEER each is hereby bound and the partners, successors, executors, administrators and legal representatives of OWNER and ENGINEER (and to the extent permitted by paragraph 6.08.3 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. (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 die same. D. It is acknowledged by both parties Hutt ENGINEER's scope of services does not include any services related to a Hazardous Environmental Condition. In tine 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 Standard Form of Agreement Between Owner and Engineer for Professional Services Page 7 of 12 specialist consultant(s) or contractor(s) to identify and, as appropriate, abate, remediate, or remove the Hazardous Environmental Condition; and (ti) warrants that the Site is in full compliance with applicable Laws and Regulations. E. OWNER acknowledges that ENGINEER is performing professional services for OWNER and that ENGINEER is not and shall not be required to become an "arranger," "operator," "generator," or "transporter" of hazardous substances, as defined in the Comprehensive Environmental Response, Compensation, and Liability Act of 1990 (CERCLA), which are or may be encountered at or near the Site in connection with ENGINEER's activities under this Agreement. F. If ENGINEER's services under this Agreement cannot be performed because of a Hazardous Environmental Condition, the existence of die condition shall justify ENGINEER's terminating this Agreement for cause on 30 calendar days' notice. 6.11 Allocation of Risks A. (Modified) Indemnification. See Exhibit K. B. (Added) Notwithstanding anything to the contrary contained in this Agreement, the OWNER and ENGINEER hereby agree that no claim or dispute between the OWNER and ENGINEER arising out of or relating to this Agreement shall be decided by any arbitration proceeding including, without limitation, any proceeding under the Federal Arbitration Act (9 U.S.C. Sections t -14), or any applicable State arbitration statute, including, but not limited to, the Texas General Arbitration Act, provided that in the event that the OWNER is subjected to an arbitration proceeding notwithstanding this provision, ENGINEER consents to be joined in the arbitration proceeding if ENGINEER'S presence is required or requested by the OWNER for complete relief to be recorded in the arbitration proceeding. 6.12 Notices A. (Modified) Any notice required under this Agreement will be in writing, addressed to the appropriate party at its address on the signature page and given personally, or by registered or certified mail postage prepaid, or by a commercial courier service. Additionally, notices may be given via facsimile or by electronic mail if such notice is also given personally, or by registered or certified mail or by a commercial courier service. All notices shall be effective upon the date of receipt. 6.13 Survival A. (Modified) All express representations, indemnifications, and limitations of liability included in this Agreement will survive its completion or termination for any reason. 6.14 Severability A. Any provision or part of the Agreement held to be void or unenforceable under any Laws or Regulations shall be deemed stricken, and all remaining provisions shall continue to be valid and binding upon OWNER and ENGINEER, who agree that the Agreement shall be reformed to replace such stricken provision or part thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision. 6.15 Waiver A. Non - enforcement of any provision by either party shall not constitute a waiver of that provision, nor shall it affect the enforceability of that provision or of the remainder of this Agreement. 6.16 Headings A. The headings used in this Agreement are for general reference only and do not have special significance. ARTICLE 7 - DEFINITIONS 7.01 Defined Terms A. Wherever used in this Agreement (including the Exhibits hereto) and printed with initial or all capital fetters, the terms listed below have the meanings indicated, which are applicable to both die singular and plural thereof I. Addenda —Written or graphic instruments issued prior to the opening of Bids which clarify, correct, or change the Bidding Documents. 2. Additional Services —The services to be performed for or furnished to OWNER by ENGINEER in accordance with Exhibit A, Part 2 of this Agreement. 3. Agreement This "Standard Form of Agreement between OWNER and ENGINEER for Professional Services," including those Exhibits listed in Article 8 hereof. 4. Application for Pa}wient —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 Standard Form of Agreement Between Owner and Engineer for Professional Services Page 8 of 12 which is to be accompanied by such supporting documentation as is required by the Contract Documents. 5. Asbestos —Any material that contains more than one percent asbestos and is friable or is releasing asbestos fibers into the air above current action levels established by the United States Occupational Safety and Health Administration. 6. Basic Services —The services to be performed for or Punished to OWNER by ENGINEER in accordance with Exhibit A, Pan 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, 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. Co» stnrction Agreement —The written instrument which is evidence of the agreement, contained in tine Contract Documents, between OWNER and Contractor covering the Work 11. Constriction Contract —Thc entire and integrated written agreement between the OWNER and Contractor concerning the Work 12. Constnrction 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 die cost of other services to be provided by others to OWNER pursuant to Exhibit B of this Agreemeat. 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, insinunce 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 monies 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 calendar days or the dates stated in the Construction Agreement to: (i) achieve Final Completion, and (ii) complete the Work so that it is ready for final payment as evidenced by ENGINEER's written recommendation of final payment. 16. Contractor —An individual or entity with whom OWNER enters into a Construction Agreement. 17. Cormection Period —The time after Final Completion during which Contractor must corTM at no cost to OWNER, any Defective Work, normally one year after die date of Final Completion or such longer period of time as my 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 firmished in appropriate phases by ENGINEER to OWNER pursuant to this Agreement. 20. Drawings —That part of the Contract Documents prepared or approved by ENGINEER which graphically shows the scope, extent, and character of the Work to be Standard Form of Agreement Between Owner and Engineer for Professional Services Page 9 of 12 performed by Contractor. Shop Drawings are not Drawings as so defined. 21. Effective Date of the Constnictiwr 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 Dale 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 or Consultants — Individuals or entities having a contract with ENGINEER to furnish services with 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 pan of the Contract Documents which sets forth terms, conditions, and procedures that govern the Work to be performed or famished 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 Haste —The tern Hazardous Waste shall have die meaning provided in Section 1004 of the Solid Waste Disposal Act (42 USC Section 6903) as amended from time to tune. 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 Drinvings —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 funtished 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 Representatihe —The authorized representative of ENGINEER, if any, assigned to assist ENGINEER at the Site during the Construction Phase. The Resident Project Representative will be ENGINEER's agent or employee and under ENGINEER's supervision. As used herein, the term Resident Project Representative includes any assistants of Resident Project Representative agreed to by OWNER. The duties and responsibilities of the Resident Project Representative are as set forth in Exhibit D. 36. Samples— Physical examples of materials, equipment, or workmanship that are representative of some portion of the Work and which establish the standards by which such portion of the Work will be judged. 37. Shop Drawings —All drawings, diagrams, illustrations, schedules, and other data or information which are specifically prepared or assembled by or for Contractor and submitted by Contractor to ENGINEER to illustrate some portion of the Work 38. Site —Lands or areas indicated in the Contract Documents as being famished by OWNER upon which the Work is to be performed, rights -of -way and easements for Standard Form of Agreement Between Owner and Engineer for Professional Services Page 10 of 12 access thereto, and such other lands fitruishted by OWNER which are designated for use of Contractor. 39. Specifrcalions —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 Cornpletion —The time at which the Work (or a specified part thereof) has progressed to the point where, in the opinion of ENGINEER, the Work (or a specified part thereof) is sufficiently complete, in accordance with the Contract Documents, so that the Work (or a specified part thereof) can be utilized for the purposes for which it is intended. The terms " substantially complete" and "substantially completed" as applied to all or part of the Work refer to Substantial Completion thereof. 41. Supplementary Conditions That part of the Contract Documents which amends or supplements the General Conditions. 42. (Modified) Total Project Costs —The sum of the Construction Cost, allowances for contingencies, the total costs of services of ENGINEER or other design professionals and consultants, cost of land, rights -of -way, compensation for damages to properties, OWNER's costs for legal, accounting, insurance counseling or auditing services, interest and financing charges incurred in connection with the Project, and the cost of other services to be provided by others to OWNER pursuant to Exhibit B of this Agreement. 43. Mork —The entire completed construction or the various separately identifiable parts thereof required to be provided under the Contract Documents with respect to this Project. Work includes and is the result of performing or furnishing labor, services, and documentation necessary to produce such construction and hamstring, installing, and incorporating all materials and all equipment into such construction, all as required by the Contract Documents, 44. Work Change Directive —A written directive to Contractor issued on or after the Effective Date of the Construction Agreement and signed by OWNER upon recommendation of the ENGINEER, ordering an addition, deletion, or revision in the Work, or responding to differing or unforeseen subsurface or physical conditions under which the Work is to be performed or to emergencies. A Work Change Directive will not change the Contract Price or the Contract Times but is evidence that the parties expect that the change directed or documented by a Work Change Directive will be incorporated in a subsequently issued Change Order following negotiations by the parties as to its effect, if any, on the Contract Price or Contract Times. 45. Written Amendment —A written amendment of the Contract Documents signed by OWNER and Contractor on or after the Effective Date of the Construction Agreement and normally dealing with the non - 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 seventeen (17) 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," is 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. I. Exhibit I, "Allocation of Risks," is not used. J. Exhibit J, "Special Provisions," is not used. K (Added) Exhibit K, "Indemnification," consisting of two (2) pages. 8.02 Total Agreement A. This Agreement (consisting of pages I to 12 inclusive, together with the Exhibits identified above) constitutes tie 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 1 I of 12 IN WITNESS WHEREOF, the parties hereto have executed this Agreement, the Effective Date of which is indicated on page 1. OWNER: CITY OF BAYTOWN Signature: Printed Name: Richard L. Davis Title: City Manager Date Signed: Address for giving notices: P.O. Box 424 Baytown, Texas 77522 Designated Representative (paragraph 6.02.A): Name: Jose A. Pastrana, RE Title: Director of Engineering Phone Number. (281) 420 -7154 Facsimile Number. (281) 420 -6586 E -Mail Address: iose.oastrana(ftaviown.org ENGINEER: KIMLEY -HORN AND ASSOCIATES, INC. Signature: Printed Name: ,4 &vtul� Title: VP Date Signed " jen Zgm. Address for giving notices: 12012 Wickchester Lane, Suite 500 Houston, TY, 77079 Designated Representative (paragraph 6.02.A): Name: Constance C. Curtis, P.E. Title: h55#_ST_A(1?���, Phone Number. (281) 920 -6578 Facsimile Number. (972) 2.541 3$20 E -Mail Address: ca�ni ir. wtQdwinc�wt Standard Form of Agreement Between Owner and Engineer for Professional Services Page 12 of 12 This is EXHIBIT A, consisting of 17 pages, referred to in and part of the Agreement behveen OWNER and ENGINEER for Professional Services dated Initial: OWNER ENGINEER ENGI NEER's Services 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 1 —BASIC SERVICES (Modified) A1.005 Surveying/Environmental Services A. ENGINEER shall perform the following Tasks: I. TASK I -Occidental Coordination. 1.1 Occidental Chemical Corporation (Occidental) is a property owner of three (3) properties along the corridor. It has been identified that an Access Agreement is required between the OWNER and Occidental to allow any OWNER representatives, the ENGINEER, or sub- consultants to the ENGINEER onto the Occidental properties. 1.2 Schedule. All work under this Task shall be completed within 42 calendar days after the Notice to proceed. TASK 2 - Supporting Design Information. ENGINEER shall: 2.1.1. Coordinate with surveyor (subconsultant). 2.1.2. Perform site visits to review topographic information provided by surveyor for general compliance with the scope of services and observed field conditions. 2.1.3. Review Digital Terrain Model and 1 -foot contours provided by surveyor for general compliance with the scope of services and observed field conditions. 2.1.4. Review electronic base files provided by surveyor in preparation for final roadway design. 2.2 Survey. ENGINEER shall retain a subconsultant, namely a registered professional land surveyor licensed in the State of Texas, who shall: 2.2.1 Perform data collection and property research. 2.2.2 Survey for this phase of design is intended to supplement partial survey scope from San Jacinto Boulevard Preliminary Design and ROW Documents (separate contract). 2.2.3 Update: • Property information. • Property owner and record information. • Existing right -of -way and easement information. 2.3. Design Survey. ENGINEER shalt retain a subconsultant, namely a registered professional land surveyor licensed in the State of Texas, who shall: 2.3.1 All survey information will be collected based on the U.S. Survey Feet and Surface Coordinates. 232 Perform a complete field survey to supplement previously gathered information to identify and locate the following field data along the proposed San Jacinto Boulevard alignment: o Property corner monumentation. Page 1 of 17 Pages (EXHIBIT A - Scope of Work) o Fences. o Existing pavement edge and back of curbs (where applicable). o Buildings and permanent structures within 200 feet of the proposed corridor. o 180' wide cross sections (90' either side of the proposed roadway centerline) at 50 foot intervals and at major breaks, including break lines and adequate detail to develop a surface representative of the existing topography along the proposed San Jacinto Boulevard alignment. 2.3.3 The limits of the survey will be from approximately 600 feet south of the intersection of Bush Road and Cedar Bayou Lynchburg Road to approximately 3,100 linear feet north of the same intersection (approximately 3.700 linear feet). The storey will include property and right -of -way fines within 200 linear feet of the proposed San Jacinto Boulevard centerline. The following areas will also be surveyed: o The property lines and topogmphic information at the proposed intersection location of Connally Road and San Jacinto Boulevard. 200 linear feet east and west of proposed San Jacinto Boulevard, 150' wide cross section. o Unnamed Tributary to Goose Creek (0128- 00.00), 120' cross sections, at 100' intervals, for 500 linear feet upstream and downstream of proposed San Jacinto Boulevard crossing. o Proposed pond locations located outside of areas described above. 2.3.4 Establish horizontal and vertical control points 2.3.5 Establish a vertical control benchmark circuit as needed throughout the project. OWNER to provide established permanent monument information for the area. 2.3.6 Set up to two permanent control monuments approximately every 2,000 feet alternating on both sides of the proposed San Jacinto Boulevard centerline with an assigned elevation. Horizontal and Vertical will be tied to the OWNER's control benchmarks. Horizontal and vertical datums will be NAD 83 and NAVD 87, respectively. Before setting the control points, the surveyor shall submit sketched and specifications to the OWNER for approval. 2.3.7 Prepare digital planimetric base mapping in 2D AutoCAD showing the features located in the field, an ASCII coordinate file of the points located in the field, and a hard copy of the coordinates and feature descriptions. 23.8 Prepare Digital Terrain Model and 1 -foot contours in a 3D AutoCAD format (including contours and breaklines) showing the features located in the field, an ASCII coordinate file of the points located in the field, and a hard copy of the coordinates and feature descriptions. 2.4 Easement Instruments of Conveyance. ENGINEER shall retain a subconsultant, namely a registered professional land surveyor licensed in the State of Texas, who shall: 2.4.1 Prepare up to fifteen (15) easement instruments (narrative and graphic exhibits of easements required for drainage, OWNER utilities, temporary construction, encroachment, etc.). 2.4.2. Individual parcel exhibits will be provided in draft format to the ENGINEER and OWNER for review. 2.4.3 Upon acceptance of the draft document(s) by the OWNER, prepare 8 '-i" x 11" property exhibits illustrating proposed improvements with the aerial photography in the background. 2.4.4 Upon written notification by the OWNER of acceptance of the right -of -way strip map, exhibits and instruments, and as directed by the OWNER, the surveyor shall set all corners and points of curvature for the proposed right -of -way and submit final sealed plans and exhibits, including Iocation of the control points and their NAD -83 reference. 2.5 Engineer Coordination — Geotechnical. ENGINEER stall: 2.5.1 Coordinate with geotechnical engineer (subconsultant) 2.5.2. Identify bore hole locations and submit exhibits to geotechnical engineer. 2.5.3. Review geotechnical report and provide comments Page 2 of 17 Pages (EXHIBIT A - Scope of Work) 2.6 Geotechnical ENGINEER shall retain a subconsultant. who shall: 2.6.1. Perform subsurface exploration 2.6.1.1 Roadway — Using truck - mounted equipment along the roadway alignment, drill and extrude five (5) sample borings to depths not to exceed 25' below existing grade, two (2) sample borings to depths not to exceed 20' below existing grade, and two (2) sample borings to depths not to exceed 15' below existing grade. • Check samples for consistency with a hand penetrometer. • Stake the boring locations using normal taping procedures. • Backfill bore holes and plug at the surface. 2.6.1.2 Drainage — At potential drainage structures, drill and extrude two (2) sample borings to depths not to exceed 25' below existing grade using truck- mounted equipment. o Check samples for consistency with a hand penetrometer. • Stake the boring locations using normal taping procedures. o Backfill bore holes and plug at the surface. 2.6.2 Provide laboratory services. 2.62.1 Considering the planned facilities, anticipated soil conditions, and geology, the following laboratory tests will be required for classification purposes and to determine strength characteristics: • Moisture content and soil identification. • Liquid and plastic limit determinations. • Unconfined compression tests on soil. • Unit weight determinations. • Eades and Grim lime series tests. • Soluble sulfate tests (to determine lime- induced heaving potential). • Absorptions pressure and/or one -point pressure swell tests. 2.6.3 Perform engineering services. 2.6.3.1 Prepare an engineering report presenting the following: o Sample boring location map. o General soil and ground -water conditions. o Recommendations for pavement subgrade stabilization type and concentration. o Guidelines for Portland cement concrete pavement design. The pavement design will use a 20 -year life cycle analysis and will follow standard AASHTO design guidelines (OWNER will provide design service life, traffic types, counts, and wheel loadings). c Earthwork recommendations. 2.6.3.2 Submit one (1) copy of the report to the OWNER 2.7 Engineer Coordination — Subsurface Utility Engineer (SUE). ENGINEER shall: 2.7.1 Coordinate with Subsurface Utility Engineer (SUE) (subconsultant). 2.7.2 Identify test hole locations and submit exhibits to SUE engineer. 2.7.3. Review CAD file and provide one (1) round of comments. 2.7.4 Incorporate data into existing utility plans. 2.8 Subsurface Utility Engineering (SUE) ENGINEER shall retain a subconsultant, namely a Subsurface Utility Engineer licensed in the State of Texas, who shall: 2.8.1. Perform data collection. 2.8.1.1 Excavate twelve (12) test holes in general accordance with the recommended practices and procedures described in ASCE Publication Cl/ASCE 38 -02 (Standard Guideline for the Collection and Depiction of Existing Subsurface Utility Data). As described in the mentioned ASCE publication, four levels have been established to describe the quality of utility location and attribute information used on plans. The proposed SUE for this scope will include Quality Level A to a depth not to exceed eight (8) feet. This includes the following: Page 3 of 17 Pages (EXH BIT A - Scope of Work) o Prior to commencing work, perform 811 dig testing protocol. o Coordinate with pipeline owners. o Identify pipelines to be investigated. o Vacuum excavate test holes. o Survey completed test hole locations. 2.8.1.2 Prepare digital planimetric base mapping in 2D AutoCAD showing the features located in the field, an ASCII coordinate file of the points located in the field, and a hard copy of the coordinates and feature descriptions. 2.8.1.3 Produce summary sheet containing test hole field notes. Schedule. All work under this Task shall be completed within 70 calendar days from completion of Task I. A1.006 USACE Pennitting Services. A. ENGINEER shall perform the following Task: TASK 3 - USACE Individual Permit. ENGINEER shall: 3.1. Initiate, conduct and attend a pre- application meeting. 3.1.1 ENGINEER will prepare for and attend pre- application meetings) with the United States Army Corps of Engineers ( USACE). ENGINEER shall initiate the meeting request, by submitting a brief letter describing the status of the Project and requesting the meeting. The intent of the meeting will be to define project specific requirements from the USACE based on the conceptual development plan. ENGINEER will seek to understand what the USACE will require in terms of details for permit submittals and anticipated timefiames. 3.2. Prepare and provide a preliminary jurisdictional determination report. 3.2.1 ENGINEER will prepare a Proposed Jurisdictional Determination Report for a Preliminary Jurisdictional Determination submittal to the Corps regarding the potential jurisdictional areas observed on the study area. The potential jurisdictional areas will be described in detail and will be graphically depicted on aerial photography and USGS topo map data to give the Corps an understanding of the areas. It is important to note that the delineation will be based on the professional judgment of ENGINEER, its use of the Corps 1987 manual (as modified by the appropriate Interim Regional Supplement to the Corps of Engineers Wetland Delineation Manual) and that final authority over the delineation of waters of the U.S. lies with the appropriate federal agency. ENGINEER will incorporate OWNER comments. 3.2.2 This task includes flagging of stream, open water and wetland/upland boundaries in the field with mapping grade GPS collection of the flagged boundaries. Field maps will be utilized to record data necessary for entry into GIS or CAD software. 3.2.3 ENGINEER will submit the Preliminary Jurisdictional Determination Report to the USACE as part of tite Individual Permit Application prepared under Task 3. 3.3. Conduct a functional assessment. 3.3.1 In accordance with the Compensatory Mitigation for Losses of Aquatic Resources (73 Fed. Ref. 19594, 10 April 2008) the Galveston District Corps has developed a functional assessment method, known as the Galveston District Corps Standard Operating Procedures (SOP) approach, for assessing Wetland Functions. This method is a procedure for measuring the potential of a wetland to perform critical ecological functions and provides a metric for determining appropriate compensatory mitigation sufficient to replace lost aquatic resource functions. ENGINEER will conduct the functional assessment according to the SOP to determine potential wetland functions and the appropriate compensatory mitigation for unavoidable wetland loss. ENGINEER will calculate the proposed amount of mitigation required, using the calculated metrics. These are commonly referred to as the functional capacity units (FCU). Page 4 of 17 Pages (EXHIBIT A - Scope of Work) 3.3.2 Streams will be assessed using the District's appropriate Standard Operating Procedure at the time of the field effort. 3.33 ENGINEER will submit the Functional Assessment to the USACE as part of the Individual Permit Application prepared under Task 3. 3.4. Provide alternative analysis. 3.4.1 The USACE typically permits the least environmentally damaging practicable alternative (LEDPA). The USACE defines practicable as "available and capable of being done after taking into consideration cost, existing technology, and logistics in light of overall project purposes." ENGINEER will prepare an alternatives analysis to show that the preferred alternative has been studied in relation to other viable, but more damaging alternatives, including those that may be off -site. Wormation on practicable alternatives will need to be provided by and coordinated with OWNER 3.4.2 The Texas Commission on Environmental Quality (TCEQ) will require a Tier lI Water Quality Certification Questionnaire and Alternatives Analysis Checklist. ENGINEER will prepare these items and make the submittal to TCEQ under this task. 3.43 ENGINEER will submit the Alternatives Analysis to the USACE as part of the Individual Permit Application prepared under Task 3. 3.5. Individual Permit Application. 3.5.1 ENGINEER will prepare a Standard Individual Section 404 Permit application and joint TCEQ Section 401 Permit application for submittal to the USACE. This task partially consists of a compilation of the information gathered in the previous tasks. The information will be presented to the Corps on ENG Form 4345. 3.5.2 in addition, ENGINEER anticipates the following items will be included in the Standard Individual Permit Application and will require direct coordination with the OWNER: • Detailed project description, including description of activity and modifications to existing structures. (Information to be provided by or coordinated with OWNER). • Purpose and need statement. (Information to be provided by or coordinated with OWNER). • Plan, profile, and cross section drawings to illustrate proposed work in waters of the U.S. (Information to be provided by or coordinated with OWNER). - Volume calculation for full proposed in waters of the U.S. (Information to be provided by or coordinated with OWNER). * Discussion of type, quantity, and source of temporary and permanent fill. (Information to be provided by or coordinated with OWNER). o Discussion of the beneficial and adverse impacts to the aquatic environment- * Discussion of hydrology and hydraulics as it relates to the proposed project (Lrformation to be provided by or coordinated with OWNER). o Project schedule. (Information to be provided by or coordinated with OWNER). Mailing list of adjoining property owners. (Information to be provided by OWNER). * Documentation regarding coordination with resources agencies, if coordination has begun. (Information to be provided by or coordinated with OWNER). * Documentation of agency approvals, such as FEMA and City approvals, (Information to be provided by or coordinated with OWNER). o Review of known cultural resources from readily accessible public databases. ® Review of known Threatened and Endangered Species from readily available public databases- Page 5 of 17 Pages (EXHIBIT A - Scope of Work) Preparation of the Public Notice document. • Functional Assessment. • Alternatives Analysis. • Conceptual Mitigation Plan. (may be purchase of off-site mitigation bank credits in combination with specific on -site actions). Detailed mitigation strategies will be considered Additional Services. 3.5.3 The USACE may require a detailed Archeology/Cultural Resources Survey to be submitted as part of the Individual Permit application. Similarly, the USACE may require species specific studies for Threatened and Endangered species. ENGINEER will attempt to determine if this item is needed as part of the pre - application meeting. If needed, then the OWNER will obtain the appropriate survey under a separate agreement from a third party. 3.5.4 ENGINEER will submit the Standard Individual Permit Application to the USACE. The process for the Individual Permit Application review by the USACE will require a mandatory public comment period. Response to public continents, response to USACE and TCEQ review comments, and additional coordination following submittal of the Standard Individual Permit Application will be performed. 3.6. Post - Submittal Agency Coordination 3.6.1 Following submittal of the Standard Individual Permit Application to the USACE, ENGINEER will coordinate with the USAGE, TCEQ, and other review agencies described above during review of the permit application documents. ENGINEER anticipates the following coordination tasks: • Responses to requests for additional information from the USACE and TCEQ. • Responses to public continents. c Preparation and attendance for review meetings at the request of OWNER or review agencies. 3.6.2 ENGINEER will make revisions to the application package based upon USACE and TCEQ review comments. Schedule. All work under this Task shall be completed within 560 calendar days from the notice to proceed A1.01 PrefthdnaryDerignPhase. (Not included) A1.015 NCFCD No Impact Study: A ENGINEER shall perform the following Task: TASK 4 4.1, Prepare a No Impact Study for submittal to the City of Baytown and Harris County Flood Control District (NCFCD). 4.2 Study will be in association with a proposed San Jacinto Boulevard crossings of an Unnamed Tributary to Goose Creek (Tributary) 4.3. Delineate the watershed draining to the proposed crossings of the Tributary. 4.4. Delineation will be based on: • Effective hydrologic information available from NCFCD. • Available topographic information. • Proposed road and storm drain alignment. 4.4.1 ENGINEER will calculate the 10- and 100 -year peak flow generated by the watershed in general accordance with the currently published HCFCD Policy, Criteria, and Procedure Manual. o ENGINEER assumes the crossing will be sized for existing watershed conditions. Page 6 of 17 Pages (EXHIBIT A - Scope of Work) Q Peak flows used for 0128 -00-00 will be based on Federal Emergency Management Agency (FEMA) effective model obtained from HCFCD. 4.5. Prepare an existing condition hydraulic model of the Tn1utary using the U.S. Army Corps of Engineers HEC -RAS v. 4.1 hydraulic modeling software. 4.5.1 If no available hydraulic modeling exists to use as a basis for this analysis. The existing condition hydraulic model will extend from approximately 1,000 linear feet downstream to 1,000 linear feet upstream of each proposed crossing. 4.5.2 Analysis will be based on readily available topographic information, including Harris County two-foot contours and on- ground survey obtained under Task 2. 4.6. Modify the existing condition hydraulic models to include the proposed improvements to create a proposed condition hydraulic model. 4.6.1 Proposed crossing will be sized in general accordance with the currently published HCFCD Policy, Criteria, and Procedure Manual 4.62 Floodplain improvements will be graded such that there is no increase in floodplain elevation associated with the Tributary. 4.6.3 This task includes proposed modeling up to 500 linear feet upstream and downstream of each crossing. 4.7. Summarize the results of this task in a report format for submittal to the OWNER and HCFCD. 4.7.1 Anticipated format will be in general accordance with the HCFCD digital submittal guidelines and will include the following information: o Report Text. o Drainage Area Map. o Hydrologic Calculations. o Effective Hydraulic Model. o Existing Condition Hydraulic Models. o Proposed Condition Hydraulic Models. o Hydraulic Workmaps. o Digital Files. 4.8. Deliverables. 4.8.1 Submit up to two hard copies of the report to the OWNER and one digital copy of the report to HCFCD. 4.8.2 Respond to OWNER and HCFCD comments as part of this task 4.8.3 Response to additional rounds of comments will be considered Additional Services. Schedule. All work under this Task shall be completed within 112 calendar days from the completion of Task 2, A1.017 CenlerPoinl Eaergylhtcl BankPla►rs B. ENGINEER shall perform the following Task: TASK 5 — CenterPoint Energy Duct Bank Plans. 51. Duct Bank Plan Production. 5.1.1 This task includes the preparation of a set of plan and profile drawings for approximately 3,100 LF of a proposed concrete encased underground conduit duct bank per the specifications provided by CenterPoint Energy. The proposed duct bank will be located within the City of Baytown right of way and will begin at the intersection of San Jacinto Boulevard and Cedar Bayou - Lynchburg Road and travel north to the termination of San Jacinto Boulevard Phase One Project. It is understood that the scope of work to be included in this plan set is plan and profile layouts for concrete encased conduit duct bank to accommodate the burial of future required electric lines along the above specified San Jacinto Boulevard corridor. 5.1.2 The size of duct bank, number of conduit, and required manhole spacing will be provided by CenterPoint Energy. 5.1.3 The ENGINEER will coordinate the layout and design of the proposed conduit duct ]rank with CenterPoint Energy's Major Underground Department. Once the Page 7 of 17 Pages (EXIUBIT A - Scope of Work) alignment is approved by the OWNER and CenterPoint, production of plan and profile drawings will commence. 5.2. OPCC. 51.1 The ENGINEER will prepare an opinion of probable construction cost (OPCC) based on the proposed conduit duct bank plans. 51. Deliverables. 5.3.1 One 95% PDF of the proposed conduit duct bank plans will be submitted to Baytown Engineering and CenterPoint Energy for review and comment. 5.3.2 One PDF of the OWNER and CenterPoint Energy approved final design plans for the proposed conduit duct bank will be provided to the OWNER and CenterPoint. 5.4. Permitting or Submittal Fees, 5.4.1 This task does not include permitting or submittal fees and, if required, will be billed as a reimbursable expense. 5.5. Meetings. 5.5.1 This task includes meetings with CenterPoint Energy's Major Underground Department to coordinate the layout and design of the proposed conduit duct bank. 5.5.2 This task includes meetings with the OWNER to review the proposed conduit duct bank plans and receive comments. Schedule. All work under this Task shall be completed within 112 calendar days from the completion of Task 2. A1.02 Final Design Phase A. Upon written authorization from OWNER, ENGINEER shall- 1. Consult with OWNER to define and clarify OWNER's requirements for the Project and available data 1 (Modified) Identify, consult with, and analyze requirements of governmental authorities having jurisdiction to approve the portions of the Project designed or specified by ENGINEER, including, but not limited to, the Texas Commission on Environmental Quality and Harris County Flood Control District. 5. 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. 4. (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 design criteria and acquire pertinent information regarding the Project. 5. (Modified) Prepare final drawings indicating the scope, extent, and character of the Work to be performed and fiirnislied by Contractor. Specifications will be prepared, where appropriate, in conformance with tie 16- division, modified three -part format of the Construction Specifications Institute or other format agreed to in writing by OWNER and ENGINEER. 6. Provide technical criteria, written descriptions, and design data for OWNER's use in filing applications for permits from or approvals of governmental authorities leaving jurisdiction to review or approve the final design of lice Project and assist OWNER in consultations with appropriate authorities. 7. Advise OWNER of the opinion of probable Construction Cost and Total Project Costs known to ENGINEER. 8. (Modified) Attend meetings with, participate in conference calls with and prepare presentations for OWNER and other applicable agencies, utility owners, pipelines, railroads, and other affected stakeholders to review design details, to discuss and finalize design issues, and to coordinate the Project. 9. Perform or provide tree following additional final Design Phase tasks or deliverables: Page 8 of 17 Pages (EXHIBIT A - Scope of Work) Task 6: Final Design. 6.1. Project Managemetu. 6.1.1 Update project communication plan. • Update project contact list. • Conduct progress meetings to monitor the development of the project. • Conduct meetings with the OWNER regarding project status and design coordination issues. 6.1.2 Project site visits. 6.1.3 Update project production plan. • Utilize design criteria chart from preliminary design task. • Update role and assignment definitions (coordinate with OWNER) from preliminary design task • Update project schedule and interim milestones (coordinate with OWNER) from preliminary design task 6.1.4 Project Administration. o Prepare project correspondence and invoicing documents. 6.2. Roadway. 6.2. l Incorporate the preliminary design submittal review comments. 61.2 Prepare plan / profile sheets (22 "x34" plan sheets at a scale of 1 " =20' horizontal, and 1 "=4' vertical). 6.2.3 Analyze all driveways within the project and develop driveway profiles as needed. Typically driveways will be defined vertically by spot elevations. 6.2.4 For side street reconstruction more than 100' beyond the main street right -of -way, prepare a plan / profile of the side street improvements. Otherwise, the side street improvements will be defined vertically by spot elevations. 6.2.5 Develop design cross- sections. • Develop on 50' station intervals and at driveway centerlines. • Show pavement and subgrade, right -of -way limits, side slopes, pavement cross slopes, curbs, sidewalks, and retaining walls (if applicable). • Cross - sections will be provided in the bid documents. 6.2.6 Prepare roadway details to clarify intent of design. 6.2.7 Compile applicable OWNER standard details. Modify standard details as needed. 63 . Cedar Bayou Lynchburg Signal Design. 6.3.1 Preliminary design of pennaneat traffic signal installation at Cedar Bayou Lyncburg and San Jacinto Boulevard Intersection. • Locate pole locations, controller cabinet assemblies, and power sources. • Locate conduit, ground boxes, and identify cabling requirements. • Identify detection system equipment requirements. • Identify emergency pre - emption equipment requirements. • Identify pedestrian accommodations (crosswalks, ADA barrier free ramps. pedestrian signals, and push- buttons). • Prepare preliminary intersection layouts and summary charts for each intersection. • Prepare list of applicable City and TxDOT design details and standard sheets for inclusion in the plans. • Prepare list of specifications. 6.3.2 Design of permanent signals at Cedar Bayou Lyncburg and San Jacinto Boulevard Intersection. • Incorporate the preliminary design submittal review comments. • Finalize the layouts and summary charts for the intersection. • Finalize the applicable TxDOT and City design details. • Finalize the specifications. • Finalize the traffic signal sheets for inclusion in the plans. 6.4. Drainage. Page 9 of 17 Pages (EXHIBIT A - Scope of Work) 6.4.1 Incorporate the preliminary design submittal review comments. 6.42 Perform final storm sewer sizing and alignment design. Prepare final inlet design sheets and hydraulic design sheets for inclusion in the plans. 6.4.3 Prepare storm sewer plan / profile sheets depicting storm sewer lines, inlets, junction boxes, connections, manholes, utility crossings, and the hydraulic grade Iines 6.4.4 Prepare profiles for the proposed storm drain laterals. 6.4.5 Determine outfitll grading requirements and provide plans and details for channel protection. Design of retaining walls and gabion mattresses (beyond specification of material/method) will be provided as Additional Services only upon OWNER written authorization. 6.4.6 Provide plan sheets and details to construct storm sewer outfitlls 6.4.7 Provide drainage area map depicting contributing areas to proposed detention pond 6.4.8 Prepare detention pond plan sheets including the following: • Plan view configuration of proposed pond. • Typical cross section of pond. • Support hydraulic calculations for sizing. • Details of outfall structure including orifice configuration. • Support hydraulic calculations for outfall structure sizing. • Stage storage table for proposed pond. 6.4.9 Determine pond outfall pipe sizing and grades in compliance with HCFCD standards. Provide plan and profile for outfall pipes. 6.4.10 Prepare plan and profile sheets for HCFCD culvert crossing at future Archer Road extension. 6.4.11 If applicable, prepare plan sheets depicting longitudinal ditches. Plan sheets will include ditch cross sections and supporting hydraulic calculations. 6.4.12 Prepare drainage details to clarify intent of design. Compile applicable OWNER standard details. Modify standard details as needed 6.4.13 Create details for connections to existing system (where applicable). 6.4.14 Prepare erosion control plan. Incorporate Best Management Practices (BMPs) from NPDES Phase II initiative. Coordinate water quality elements with traffic control during construction stages. 6.4.15 Coordinate with OWNER's NPDES Permitting Manager to report planned elements to gain program credit. 6.4. Utilities. 6.4.1 Water. • Design of 3,100 linear feet of 12" water line and proposed connections to existing water lines. • Prepare water line plan ! profile sheets depicting water lines (pipe size, material, slope, etc.), water valves, meters, bends, tees, reducers, fire hydrants, and connections to existing lines. • Minor adjustments to existing water valve boxes, etc. will be specified in the plans. • Intersecting mains and service lines will be replaced to just beyond the limits of new pavement construction. 6.42 Sewer. • Design, 3,100 linear feet of gravity sanitary sewer line. • Provide a stub to the east and the west at Connally Road and Cedar Bayou Lynchurg Road. It is assumed that the stubs will be extended to ten (10) feet past the limits of construction of new pavement at these intersections. • Prepare sanitary sewer line plan / profile sheets depicting sanitary sewer lines (pipe size, material, slope, etc.), manhole, and connections to existing lines. • Minor adjustments to existing manholes, etc. will be specified in the plans 6.4.3 Franchise Utility Coordination. • Coordination. • Identify tanchise utility contacts. Page 10 of 17 Pages (EXIFHB1T A - Scope of Work) • Send one set of plans to each franchise utility for their review. Request each franchise utility to mark up the plans to show the size, type, and location of their utilities. • Notify the OWNER if any relocations are required. • Submit one set of final design plans and the project schedule to each affected hanchise utility for their review and comment. • The OWNER shall perform the coordination with the hanchise utilities if any relocations are required. 6.4.4 Prepare utility details to clarify intent of design. 6.4.5 Compile applicable OWNER standard details. Modify standard details as needed. 6.6. Streetsmpe. 6.6.1 Hardscape. • Prepare hardscape plans showing hardscape layout, materials, dimensional controls, relevant details, and specifications for the proposed site amenities such as the seating areas, wave wall components, and medians. • Street Lighting. • Develop plans showing type and location of light poles, ground boxes, electrical services, and conduit. • Identify electrical service locations with power service provider. • Perform electrical calculations using standard City of Baytown light poles including conduit and conductor sizing. • Develop general notes, plan sheets, sheets consisting of luminaire and conductor /conduit schedule. • Provide summary sheets and tabulated lighting quantities. • Identify roadway illumination alternative concepts. 6.6.2 Softscape. • Landscape. o Prepare landscape plans identifying the location, size, quantity, scientific name, common name, and specifications for planting materials, as well as relevant notes and details. • Irrigation. • Following 95% final approval from the OWNER, ENGINEER will prepare Irrigation Plans identifying a proposed head/drip layout, valve size and location, point of connection and related appurtenances, pipe sizes, sleeve locations, and Controller location. 6.7. Traffic. 6.7.1 Traffic Control Plans. Develop construction sequence plan at Cedar Bayou Lynchburg Road, is assumed that Connally Road will be closed as part of Phase 2 construction. Sequencing plans will include: • Narrative of the sequence of construction services. • Travel lanes and construction area for each phase of construction. • Temporary signing and striping, barricades, and other channelization devices. • Storm sewer construction phasing. • Public utilities construction phasing. • Pedestrian routing during construction. o Develop typical cross sections showing lane widths, edge conditions, channelization and proposed construction area. o Develop typical intersection staging plans. Develop custom intersection staging layouts for special conditions. o Develop typical driveway staging plans for similar driveways. Develop custom driveway staging layouts for special conditions. o Prepare traffic control details to clarify intent of design. e Compile applicable City standard details. Modify standard details as needed. 6.7.2 Pavement Markers and Marking Plans. Page I 1 of 17 Pages (EXHIBIT A - Scope of Work) * Prepare pavement markers and marking layouts in accordance with City design standards and the Texas Manual of Uniform Traffic Control Devices (TMUTCD). o Prepare details to clarify intent of design. o Compile applicable City standard details. Modify standard details as needed. o Use TMUTCD sign sizing criteria to size and detail custom guide signs. 6.8. Prepare general notes and specification data Identify and prepare special specifications and/or special provisions applicable to the project. 6.4. Compile and update the overall opinion of probable construction cost. 6.10 Prepare opinion for construction duration using anticipated production rates applicable to the local area. 6.11. Deliverables, 6.11.1 Design submittal (90%). • Submit two (2) full size copies to the OWNER for review and comment. • Submittal shall include the following: • Final design plans. • Contract documents (EJCDC), including the following. • City of Baytown standard construction contract forms • Notice to bidders. • Special instructions to bidders. • Bid form • Standard construction contract • Performance bond.. • Payment bond. • Maintenance bond. • Certificate of insurance. • General conditions. • Special provisions. • Technical specifications. • Opinion of probable construction cost. • Provide a completed application for the OWNER to submit to the Texas Department of Licensing and Regulation (along with one of the plan sets) for review in accordance with to the Elimination of Architectural Barriers Act. The application fees will be paid directly by the OWNER. 6.11.2 Incorporate final design submittal review comments. 6.11.3 Prepare tine final opinion of probable construction cost. 6.11.4 Design submittal (100%). • Submit two (2) full -size sets of plans and specifications to the OWNER. • Submit the final opinion of probable construction cost. • Submit a letter of notification to the OWNER stating completion of the design of the project. B. ( Modified) ENGINEER's services under the Final Design Phase will be considered complete on the date when the submittals required by paragraph A1.02.A have been delivered to and accepted by OWNER and all regulatory authorities have approved the same. ENGINEER shall be required to perform Final Design Phase Services within one hundred twelve calendar days of completion of Task 2. A1.03 Bidding or Negoriaang Phase A. Auer acceptance by OWNER of the Bidding Documents and the most recent opinion of probable Construction Cost as determined in the Final Design Phase and upon written authorization by OWNER to proceed, ENGINEER shall: 1. Assist OWNER in advertising for and obtaining bids for the Work Page 12 of 17 Pages (EXHIBIT A - Scope of Work) 2. 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. 4. (Modified) Conduct the Pre -Bid Conference and prepay summary of pre -bid meeting minute for the project and distribute to all prospective bidders. 5. (Modified) Attend the Bid opening, prepare Bid tabulation sheets, assemble contract documents, assist OWNER in both evaluating Bids or proposals, recommend award to OWNER, as appropriate, and assist in awarding contracts for the Work G. (Added) Assist in connection with Bid protests, rebidding, or re- negotiating contracts for construction, materials, equipment. or services. 7. (Added) Provide the following bid phase services: Task 7 7.1. Bid documents will be prepared for one bid package for the roadway. 7.2. Final bid documents submittal. 7.2.1 Provide fifteen (15) CD's with PDF's that include Specifications, drawings, and required reports. 7.2.2 Print two (2) full -size sets "Issued for Construction" Conformance Plans and Specifications to Contractor upon award of contract. 7.2.3 Print two (2) half -size sets "Issued for Construction" Conformance Plans for OWNER's use. 7.2.4 Submittal shall include the following: o Final plans. o Final contract documents. o Final opinion of probable construction cost. 7.3. Issue bid documents to prospective bidders. 7.4. Maintain a list of bidders to whom bidding documents have been issued. B. (Modified) The Bidding or Negotiating Phase will be considered complete upon commencement of the Construction Phase. A1.04 Construction Phase A. Upon successftii completion of die Bidding and Negotiating Phase, and upon written authorization from OWNER, ENGINEER shall: L General Adntintstration 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. Page 13 of 17 Pages (EXHIBIT A - Scope of Work) 3. Pre- Consiniction Conferarce. Prepare a Pre- Construction Conference agenda and conduct a Pre - Construction Conference prior to commencement of Work at the Site. 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 Corstmaion. 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, 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 die 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 Compactor's work, or for any failure of Contractor to comply with Laws and Regulations applicable to Contractor's firmishing and performing the Work Accordingly, ENGINEER neither guarantees the performance of any Contractor nor assumes responsibility for any Contractor's failure to fiunish and perform its work in accordance with the Contract Documents. G. (Modified) Defective Work. Recommend to OWNER that Contractor's work be disapproved and rejected while it is in progress if, on the basis of such observations, ENGINEER believes that such work will not produce a completed Project that substantially conforms to the Contract Documents or that it will prejudice the integrity of the design concept of the completed Project as a functioning whole as indicated in the Contract Documents, 7. Clarifications and Interpretations; Field Orders. Issue necessary clarifications and interpretations of the Contract Documents as appropriate to the orderly completion of Contractor's work Such clarifications and interpretations will be consistent with the intent of and reasonably inferable from the Contract Documents. ENGINEER may issue Field Orders authorizing minor variations from the requirements of the Contract Documents. 8. Change Orders and Work Change Directives. Recommend Change Orders and Work Change Directives to OWNER, as appropriate, and prepare Change Orders and Work Change Directives as required. Page 14 of 17 Pages (EXHIBIT A - Scope of Work) 9. Shop Drawings and Samples. Review and approve or take other appropriate action in respect to Shop Drawings and Samples and other data which Contractor is required to submit, but only for conformance with the information given in the Contract Documents and compatibility with the design concept of the completed Project as a functioning whole as indicated in the Contract Documents. Such reviews and approvals or other action will not extend to means, methods, techniques, sequences or procedures of construction or to safety precautions and programs incident thereto. ENGINEER has an obligation to meet any Contractor's submittal schedule that has earlier been acceptable to ENGINEER. 10. Substitutes and "or-equal. " Evaluate and determine the acceptability of substitute or "or- equal" materials and equipment proposed by Contractor, but subject to the provisions of paragraph A2.01 of this Exhibit A. 11. Inspections and Tests. Require such special inspections or tests of Contractor's work as deemed reasonably necessary, and receive and review all certificates of inspections, tests, and approvals required by laws and Regulations or the Contract Documents. ENGINEER's review of such certificates will be for the purpose of determining that the results certified indicate compliance with the Contract Documents and will not constitute an independent evaluation that the content or procedures of such inspections, tests, or approvals comply with the requirements of the Contract Documents. ENGINEER shall be entitled to rely on the results of such tests. 12. Perform or provide the following additional Construction Phase tasks or deliverables: TASK 8 - Construction Phase Services for San Jacinto Blvd Phase 2, 8.1. Project Management. 8.1.1 Project Communication o Conduct progress /coordination meetings with the OWNER and/or Contractor during the Construction phase of the project 8. 1.2 Project Administration o Prepare project correspondence and invoice documents 8.2. Applications for Payment. Based on ENGINEER's observations and on review of applications for payment and accompanying supporting documentation: Determine the amounts that ENGINEER recommends Contractor be paid. Such recommendations of payment will be in writing and will constitute ENGINEER's representation to OWNER, based on such observations and review, that, to the best of ENGINEER's knowledge, information and beliet; Contractor's services have progressed to the point indicated, such work -in- progress is generally 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 insofar as it is ENGINEER's responsibility to so determine. In the case of unit price services, ENGINEER's recommendations of payment will include final determinations of quantities and classifications of Contractor's services, based on observations and measurements of quantities provided with pay requests. 8.2.1 By recommending any payment, ENGINEER shall not thereby be deemed to have represented that observations made by ENGINEER to check Contractor's services 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. Neither ENGINEER's review of Contractor's services 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, equipment choice and usage, sequences, or procedures of construction of safety precautions or Page 15 of 17 Pages (EXMBIT A - Scope of Work) programs incident thereto, nor Contractoes 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, nor to determine that title to any portion of the work in progress, materials, or equipment has passed to OWNER free and clear of any Hens, claims, security interests, or encumbrances, nor that there may not be other matters at issue between OWNER and Contractor that might affect the amount that should be paid. 8.3 Record Drawings. Prepare project "Record Drawings" based on information provided by the Contractor and/or OWNER as to the actual field placement of the work including any changes or deletions. ENGINEER is not responsible for the accuracy of the information provided by the Contractor and/or the OWNER, ENGINEER will provide the following deliverables: 8.3.1 One (1) set of reproducible (22" x 34 ") Record Drawings. 8.32 One (1) set of blackline (22" x 34') Record Drawings. 8.3.3 One (1) set of.pdf file Record Drawings (each sheet will be a separate .pdf file) 8.3.4 CenterPoint has requested record drawings of the installed conduit duct bank and One (1) set of .pdf file Record Drawings (compiled as one submittal) will be provided to CenterPoint Energy. 13. (Modified) Disagreements behmen OWNER and Contractor. Render formal written decisions on all claims of OWNER and Contractor relating to the acceptability of Contractor's work or the interpretation of the requirements of the Contract Documents pertaining to the execution and progress of Contractor's work In rendering such decisions, ENGINEER shall be fair and not show partiality to OWNER or Contractor. 14. Applications for Payment. (Not used). 15. Contmctor's Completion Documents. a. (Not used) b. (Not used) c. (Not used) d. (Added) Preparing and furnishing to OWNER Record Drawings electronically in a format approved by the OWNER showing appropriate record information based on Project annotated record documents received from Contractor. 16. (Modified) Final Notice ofAcceplability 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 Constntction Pease. 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 finish the Work in accordance with the Contract Documents. Page 16 of 17 Pages (EXHIBIT A - Scope of Work) PART 2 — ADDITIONAL SERVICES A2.01 Additional Services Requiring OWNFR's Authorization in Advance Unless already included in the Basic Services Above, the following shall be considered additional services and shall be performed on an individual basis upon advanced written authorization by the OWNER: A Fulfill the wetlands mitigation requirements, mitigation construction and monitoring that may be required as determined in Task 3. R Additional cultural resources review. C Detailed threatened and endangered species surveys, tree surveys. D Any roadway design beyond the limited scope identified above. E Traffic signal design. F. Traffic control plans not specifically outlined in the scope above. GL Evaluation of multiple types of luminaire types, poles, or mast arms. H Preparation for and attendance at public meetings. I Assist the OWNER as an expert witness in litigation in connection with the project or in hearings before approving and regulatory agencies. .I Redesign to reflect project scope changes requested by the OWNER, required to address changed conditions or change in direction previously approved by the OWNER, mandated by changing governmental laws, or necessitated by the OWNER's acceptance of substitutions proposed by the contractor. K Sanitary Sewer hydraulic analysis using modeling software. L Architectural features beyond current scope of work M Construction staking. K "Value engineeringg" after bidding. O SWPPP inspections or coordination. P. Construction Materials Testing. Q Project presentation at PUB or City Council. R Platting. * Property Acquisition. T. Any services not listed in the Scope of Services. U Water line, Sanitary Sewer, Duct Bank, or Storm Sewer Design in excess of length identified in above scope of services. A2.02 Required Additional Semices. Not Included Page 17 of 17 Pages (EXHIBIT A - Scope of Work) This is EXHIBIT B, consisting of 2 pages, referred to in and part of the Agreement between OWNER and ENGINEER far Professional Services dated Initial: OWNER ENGINEER-154 _— OWNER's Respoesiliflitles Article 2 of the Agreement is amended and supplemented to include the following agreement of the patties 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 famish copies of all design and construction standards which OWNER will require to be included in the Drawings and Specifications; and furnish 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, famish or otherwise make available such additional available Project related information and data as is reasonably required to enable ENGINEER to complete its Basic and Additional Services. 1. (Deleted). 2. (Deleted). 3. (Deleted). 4. (Deleted). 5. (Deleted). 6. (Deleted). D. (Deleted). E. (Modified) Authorize ENGINEER to provide Additional Services as set forth in Part 2 of Exhibit A of the Agreement as the OWNER determines is necessary. F. (Modified) Arrange for access to and make all provisions for ENGINEER to enter upon public and private property as required for ENGINEER to perform services under the Agreement. G. Examine all alternate solutions, studies, reports, sketches, Drawings, Specifications, proposals, and other documents presented by ENGINEER (including obtaining advice of an attorney, insurance counselor, and other advisors or consultants as OWNER deems appropriate with respect to such examination) and render in writing timely decisions pertaining thereto. Page 1 of 2 Pages (Exhibit B — OWNER's Responsibilities) R (Deleted). L (Deleted). J. Advise ENGWEER of the identity and scope of services of any independent consultants employed by OWNER to perform or fianish 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) This is EXHIBIT C, consisting of 2 pages, referred to in and part of the Agreement between OWNER and ENGINEER for Professional Services dated Payments to ENGINEER for Services and Reimbursable Expenses Article 4 of the Agreement is amended and supplemented to include the following agreement of the parties: ARTICLE 4 — PAYMENTS TO THE ENGINEER C4.01 For Basic Services Hmring A Delemdried Scope Cost not to Exceed Method ojPayment A. OWNER shall pay ENGINEER for Basic Services set forth in Exhibit A as follows: 1. (Modified) A cost not to exceed amount of $579,300.00 based upon the rate schedule, which is attached as Appendix 1 of Exhibit C and incorporated herein for all intents and purposes. This amount includes those ENGINEER'S Consultant's charges and will be distributed at the completion of each phase in the following amount: SurveyinWEnvironmental Services Phase S63,000 USACE Individual Permit Phase $71.500 HCFCD no Impact Study Phase 529.500 CenterPoint Energy Duct Bank Plans 531.000 Final Design Phase 5352,500 Bidding Phase 512.000 Construction Phase 518.800 Total NTE S578.300 2. (Deleted). 3. The cost not to exceed includes compensation for ENGINEER's services and services of ENGINEER's Consultants. Appropriate amounts have been incorporated in the cost not to exceed to account for labor, overhead, and profit. 4. (Deleted). 4. The portion of the amount billed for ENGINEER's services will be based upon total Initial: OWNER ENGINEER services actually completed during the billing period, which shall be a calendar month. Invoices shall be tendered no more often than once a mouth for all of the services performed during the applicable month. C4.02 For Basic Services Hin ft An Undetermined Scope — Direct Labor Costs Times a Factor Method ojPayruenJ A. (Not Used). C4.03 For Additional Services A. OWNER shall pay ENGINEER for Additional Services as follows: 1. General. For services of ENGINEER's employees engaged directly on the Project pursuant to paragraph A2.01 or A2.02 of Exhibit A of the Agreement, except for services as a consultant or witness under paragraph A2.01 A.13, an amount based upon the actual hours worked and the rate schedule, which is attached as Appendix I 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 $10,000, whether incurred by the ENGINEER or ENGINEER's consultant(s). Page 1 of 2 Pages (Exhibit C • Basic Services With Determined Scope — Cost not to exceed Method) 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 OWNED 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 (I . IO). 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's Consultant's Charges A. (Deleted). 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 Paymeent A. Progress Payments. The portion of the amounts billed for ENGINEER's services which are identified in paragraphs C4.01 and C4.03, will be based on the rate schedule for the cumulative hours charged to die 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) APPENDIX I OF EXHIBIT C — HOURLY RATES Hourly Rates: All services are to be billed on an hourly basis based on time and materials and based upon the following rates: Page I of 1 Pages (Appendix 1 of Exhibit C — Hourly Rates) Senior Engineer I/Senior Professional I S225—$255 Senior Engineer II/Senior Professional H S195—S235 En ' er/Professional S150—S200 CAD Technician $125 — 5140 Designer $105 — $160 Analyst $130 — $160 Support StaWechnician $60 — $110 Page I of 1 Pages (Appendix 1 of Exhibit C — Hourly Rates) APPENDIX 2 OF EXHIBIT C — REIMBURSEMENT OF COSTS External Reproduction and Deliveries: Cost plus 100jo Internal expenses: Cost Mileage: IRS Rate Travel: Cost Page I of I Pages (Appendix 2 of Exhibit C - Reimbursement of Costs) This is EXHIBIT E. consisting of 2 pages, referred to is 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 ENGINEER_ The undersigned hereby gives notice to the above OWNER and CONTRACTOR that the completed Work famished 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 By: Title: Dated: Page I of 2 Pages (Exhibit E -- Notice orAcceptability of Work) (Reverse side of Notice) The Notice of Acceptability of Work ( "Notice') 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) tinder 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 furnish 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 v Notice of Acceptability of Work) 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 Vz8t_ 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 maybe 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 ENGINEEWs 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 hi nish separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all of the requirements stated herein. The following is a list of standard insurance policies along with their respective minimum coverage amounts required in this contract: Commercial General Liability (CGL) General Aggregate: $2,000,000 Products & Completed Operations: $1,000,000 Personal & Advertising Injury. $1,000,000 Per Occurrence: $1,000,000 a. Coverage shall be broad form CGL. b. No coverage shall be excluded from standard policy without notification of individual exclusions being attached for review and acceptance. Business Automobile Policy (BAP) Combined Single Limits: 51,000,000 a. Coverage for "Any Auto." Workers' Compensation Insurance Statutory Limits Employer's Liability 51,000,000 Waiver of Subrogation required Errors & Omissions (E&0) Limit: $2,000,000 a. For all engineers, and/or design companies. b. Claims -made form is acceptable. c. Coverage will be in force for three (3) years after project is completed. Page 1 of 2 Pages (Exhibit G - Insurance) Upon execution of this contract, ENGINEER shall file with the OWNER valid Certificates of Insurance and endorsements acceptable to the OWNER Such Certificates shall contain a provision that coverage afforded under the policies will not be canceled, suspended, voided, or reduced until at least thirty (30) days' prior written notice has been given to the OWNER via certified mail, return receipt requested. The ENGINEER shall also file with the OWNER valid Certificates of Insurance covering all subcontractors. The following are general requirements applicable to all policies: a. AM Best Rating of B+ :VII or better. b. Waiver of subrogation required. c. insurance carriers licensed and admitted to do business in State of Texas will be accepted. d. Liability policies will be on occurrence form. E & 0 can be on claims -made form. e. OWNER, its officers, agents and employees are to be added as Additional Insured to the commercial general liability and business automobile policies. i 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. g. 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) This is EXHIBIT K, consisting of 2 pages, referred to is 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 OWNER, ITS OFFICERS, AGENTS, AND EMPLOYEES (HEREAFTER REFERRED TO AS "OWNER ") FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, CAUSES OF ACTION, SUITS AND LIABILITY OF EVERY KIND, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, AND ATTORNEY'S FEES, FOR INJURY TO OR DEATH OF ANY PERSON, FOR DAMAGE TO ANY PROPERTY OR FOR ANY BREACH OF CONTRACT TO THE EXTENT ARISING OUT OF OR IN CONNECTION WITH AN ACT OF NEGLIGENCE, INTENTIONAL TORT, INTELLECTUAL PROPERTY INFRINGEMENT, OR FAILURE TO PAY A SUBCONTRACTOR OR SUPPLIER COMMITTED BY THE ENGINEER OR THE ENGINEER'S AGENT, ENGINEER UNDER CONTRACT, OR ANOTHER ENTITY OVER WHICH THE ENGINEER EXERCISES CONTROL (COLLECTIVELY ENGINEER'S PARTIES). IT IS THE EXPRESSED INTENTION OF THE PARTIES HERETO, BOTH ENGINEER AND OWNER, THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH IS INDEMNITY BY ENGINEER TO INDEMNIFY AND PROTECT OWNER FROM THE CONSEQUENCES OF ENGINEER'S PARTIES' OWN WILLFUL MISCONDUCT, JOINT OR SOLE NEGLIGENCE AS WELL AS THE 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 THE ENGINEER'S PARTIES. IN THE EVENT THAT ANY ACTION OR PROCEEDING IS BROUGHT AGAINST THE OWNER FROM WHICH THE OWNER IS INDEMNIFIED, ENGINEER FURTHER AGREES AND COVENANTS TO DEFEND THE ACTION OR PROCEEDING BY LEGAL COUNSEL ACCEPTABLE TO THE OWNER. THE INDEMNITY PROVIDED 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