Ordinance No. 13,412ORDINANCE NO. 13,412
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS,
AUTHORIZING A PROFESSIONAL SERVICES AGREEMENT WITH RESOURCE
PLANNING ARCHITECTS, INC., FOR THE FIRST PHASE RENOVATIONS TO
THE EVERGREEN PARK CLUBHOUSE; AUTHORIZING PAYMENT BY THE
CITY OF BAYTOWN IN AN AMOUNT NOT TO EXCEED EIGHTY-TWO
THOUSAND FIVE HUNDRED AND N0/100 DOLLARS ($82,500.00); MAKING
OTHER PROVISIONS RELATED THERETO; AND PROVIDING FOR THE
EFFECTIVE DATE THEREOF.
*************************************************************************************
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS:
Section 1: That the City Council of the City of Baytown, Texas, hereby authorizes and
directs the City Manager to execute and the City Clerk to attest to a Professional Services Agreement with
Resource Planning Architects, Inc., for the first phase renovations to the Evergreen Park Clubhouse. 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 Resource
Planning Architects, Inc., in an amount not to exceed EIGHTY-TWO THOUSAND FIVE
HUNDRED AND NO/ 100 DOLLARS ($82,500.00) 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 N0/100 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 immediatelyfr�ln and after its passage by the
City Council of the City of Baytown. 1'
INTRODUCED, READ and PASSED by the affirmative v to the City Council of the City of
Baytown this the 9`h day of February, 2017.
ST HEN . NCARLOS, Mayor
ATT T:
r
of sArro�y
ei�y c4
v
' t
ALISHA SEGOVIA, Deputy City Clerk
uJ,
APPROVED AS TO FORM:e;y �,► }
OF T��Pg
00
e- NACIO RAMIREZ, SR., it A orney
. cobffi NegahKarenTiles.Ciry CouncillOrdinances\2017\February 9',RPAEvergreenParkClubhouseRenovations.doc
Exhibit "A"
AGREEMENT FOR PROFESSIONAL SERVICES
STATE OF TEXAS
COUNTY OF HARRIS
This Agreement (this "Agreement") entered into by and between Resource Planning Architects,
Inc., (hereinafter "the Professional") and the City of Baytown, a home -rule municipality located
in Harris and Chambers Counties, Texas (the "City").
1. Scope of Services/Professional Fees
This Agreement authorizes Professional to perform engineering services for the design and
construction of the Evergreeen Golf Course Clubhouse Renovation Project (the "Work") for and
on behalf of the City. The compensation for Professional shall not exceed a total of EIGHTY-
TWO THOUSAND FIVE HUNDRED NO/100 DOLLARS ($132,500.00) and shall be on the
basis described in Exhibits "A" and `B." The time schedules for the Work are attached as
Exhibit "C." The scope of the Work and projection of costs of the construction project are as
denoted in Exhibit "D." Each of these Exhibits "A" through "D" are incorporated into this
Agreement by reference for all purposes.
2. Progress Reports
Professional shall provide written progress reports to the City regarding the Work and oral
reports as requested. Such progress report shall identify the projected time and cost required by
the Professional to complete the remaining phases of the Work required under this Agreement.
3. Personnel of the Professional
a. Professional's Project Manager
Professional shall designate Randall Porterfield, to serve as Project Manager for
the Work performed under this Agreement, Any change of Project Manager shall
require thirty days' advance written approval from the City's Representative.
b. Licensed and Registered Architects/Engineers
Professional shall keep a full-time registered architects and/or engineers licensed
in the state of Texas on staff and assigned to the Work for the duration of` its
performance of the Work.
Data on Professional's Employees
Prior to commencement of the Work, Professional shall forward to the City a
detailed resume of the personnel that will be assigned to the Work. Such
personnel, shall include, but not be limited to. architects.
d. Rejection of Professional's Employees
The City reserves the right to approve or reject from the Work any employees of
the Professional.
Agreement for Professional Services, Page t
4, Designation and Duties of the City's Representative
a. The City's Director of Engineering or his designee shall act as the City's
Representative.
b. The City's Representative shall use his best efforts to provide nonconfidential City
records for Professional's usage on the Work and to provide access to City's
property and easements. However, the City does not guarantee the accuracy or
correctness of the documents so provided. Nothing contained herein shall be
construed to require the City to provide such records in any certain format. The
format in which the existing data and documentation will be provided shall be at
the sole discretion of the City.
5. Standards of Performance
a. The Professional shall perform all services under this Agreement with the care and
skill ordinarily used by members of Professional's profession practicing under the
same or similar circumstances, time and locality.
Professional shall be responsible for the technical accuracy of its services and
documents resulting therefrom, and the City shall not be responsible for discovering
deficiencies therein. Professional shall correct such deficiencies without additional
compensation.
b. Codes and Standards
(1) All references to codes, standards, environmental regulations and/or
material specifications shall be to the latest revision, including all effective
supplements or addenda thereto, as of the date that the order for any
necessary equipment is made by the City or that the construction specified
is bid by the City.
(2) if any such equipment is specially manufactured, it shall be identified to
the City, and the Contractor and the Seller shall present sufficient data to
the City to support the design and the suitability of the equipment.
(3) All materials furnished on any City project shall be in accordance with
ASTM, ACI, TxDOT, and AASHTO specifications, and with other
recognized standards. Proprietary material or other materials for which no
generally recognized standards exist may be used provided there has been
at least five years of proven experience in the field, and such satisfactory
documentation has been approved by the City's Representative.
(4) The Work shall be designed and furnished in accordance with the most
current codes and/or standards adopted by city, state, or federal
government or in general custom and usage by the profession.
Agreement for Professional Seitiices. Page 2
(5) The codes and standards used in the profession set forth minimum
requirements. These may be exceeded by the Contractor or the Professional
if superior methods are available for successful operation of equipment
and/or for the construction project on which the Work is performed. Any
alternative codes or regulations used shall have requirements that are
equivalent or better than those in the above listed codes and regulations.
The Professional shall state the alternative codes and regulations used.
(6) Professional agrees the services it provides as an experienced and qualified
engineer will reflect the professional standards, procedures and
performances common in the industry for this project. Professional further
agrees that any analysis, reports, preparation of drawings, the designation
or selection of materials and equipment, the selection and supervision of
personnel and the performance of other services under this contract will be
pursuant to the standard of performance common in the profession.
(7) Professional shall promptly correct any defective analysis caused by
Professional at no cost to City. The City's approval, acceptance, use of or
payment for all or any part of Professional's services hereunder or of the
Work itself shall in no way alter Professional's obligations or the City's
rights under this Agreement. As applicable, Professional shall provide the
City with record "as -built" drawings relating to the work, in an electronic
format that is acceptable to the City. City shall be in receipt of record
drawings, if applicable, prior to final payment.
6. Schedule
Professional shall not proceed with the Work or any stage thereof until written notice to proceed
is provided by the City's Representative,
7. Instruments of Service
Upon execution of this Agreement, Professional grants to the City an ownership interest in the
Instruments of Service. Professional shall obtain similar interests from the City and Professional's
consultants consistent with this Agreement. As noted in Articles 5 & 11, Professional shall be
required to tender to City all Instruments of Service. With such ownership interest, it is expressly
understood by the parties hereto that the City may use the Instruments of Service for any purposes
which the City sees ft, including, but not limited to, subsequent construction, reconstruction,
alteration, and/or repairs of the Project. As a condition to the City's use of the Instruments of
Service, the City hereby expressly agrees to remove Professional's name and all references to
Professional and its consultants from the Documents. Provided that this Agreement is not
terminated for cause by the City, the City shall release any and all claims which the City could
make arising out of or in connection with any .reuse of the documents by the City.
S. Insurance
Professional shall procure and maintain at its sole cost and expense for the duration of the
Agreement, insurance against claims for injuries to person or damages to property which may
Aereement for Professional Services, Page 3
arise from or in connection with the performance of the Work hereunder by Professional, its
agents, representatives, volunteers, employees or subconsultants.
a. Professional's insurance coverage shall be primary insurance with respect to the
City, its officials, employees and agents. Any insurance or self-insurance
maintained by the City, its officials, employees or agents shall be considered in
excess of Professional's insurance and shall not contribute to it. Further,
Professional shall include all subconsultants, agents and assigns as additional
insureds under its policy or shall .furnish separate certificates and endorsements for
each such person or entity. All coverages for subconsultants and assigns shall be
subject to all of the requirements stated herein.
The following is a list of standard insurance policies along with their respective
minimum coverage amounts required in this Agreement:
1. Commercial General Liability
■ General Aggregate: $2,000,000
■ Products & Completed Operations Aggregate: $2,000,000
■ Personal & Advertising Injury: $1,000,000
■ Per Occurrence; $1,000,000
• Fire Damage $500,000
■ Waiver of Subrogation required.
■ Coverage shall be broad form.
■ No coverage shall be deleted from standard policy without
notification of individual exclusions being attached for review and
acceptance.
2. Business Automobile Policy
■ Combined Single limits: $1,000,000
■ Coverage for "Any Auto"
® Waiver of Subrogation required.
Errors and Omissions
■ Limit: $1,000,000 for this project.
■ For all architects, engineers, and/or design companies
■ Claims -made form is acceptable
■ Coverage will be in force for one (1) year after completion of the
Project.
4. Workers' Compensation
■ Statutory Limits
■ Employer`s Liability $500,000
• Waiver of Subrogation required.
b. The following shall be applicable to all policies of insurance required herein.
Agreement for Professional Services. Page 4
I . Insurance carrier for all liability policies must have an A.M. Best Rating
of A -N111 or better.
2. Only insurance carriers licensed and admitted to do business in the State
of Texas will be accepted.
3. Liability policies must be on occurrence form. Errors and Omissions can
be on claims -made form.
4. Each insurance policy shall be endorsed to state that coverage shall not be
suspended, voided, canceled or reduced in coverage or in limits except
after thirty (30) days' prior written notice by certified mail, return receipt
requested, has been given to the City.
5. The City, its officers; agents and employees are to be added as Additional
Insureds to all liability policies, with the exception of the Workers
Compensation and Errors and Omissions .Policies required herein.
Ci. Upon request and without cost to die City; certified copies of all insurance
polices and/or certificates of insurance shall be furnished to the City.
7. Upon request and without cost to the City, loss runs (claims listing) of any
and/or all insurance coverages shall be furnished to the City.
8. All insurance required herein shall be secured and maintained in a
company or companies satisfactory to the City, and shall he carried in the
name of Professional. Professional shall provide copies of insurance
policies and endorsements required hereunder to the City on or before the
effective date of this Agreement.
9. Indemnification and Release
PROFESSIONAL AGREES TO AND SHALL INDEMNIFY AND
HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS,
AGENTS, AND EMPLOYEES (HEREINAFTER. REFERRED TO AS
THE "CITY") FROM AND AGAINST ANY AND ALL CLAIMS,
LOSSES, DAMAGES, CAUSES OF ACTION, SUITS AND
LIABILITY OF EVERY KIND, INCLUDING ALL EXPENSES OF
LITIGATION, COURT COSTS, AND AT'TORNEY'S FEES, FOR
INJURY TO OR DEATH OF ANY PERSON, FOR DAMAGE TO
ANY PROPERTY, OR FOR ANY BREACH OF CON'T'RACT,
ARISING OUT OF, OR IN CONNECTION WITH THE WORD
DONE BY PROFESSIONAL UNDER THIS CONTRACT CAUSED
BY THE SOLE OR JOINT NEGLIGENCE OF PROFESSIONAL. IT
Apueement for Professional Services. Page 5
IS THE EXPRESSED INTENTION OF THE PARTIES HERETO,
BOTH PROFESSIONAL AND THE CITE', THAT THE INDEMNITY
PROVIDED FOR IN THIS PARAGRAPH IS INDEMNITY BY
PROFESSIONAL TO INDEMNIFY AND PROTECT THE CITY
FROM THE CONSEQUENCES OF PROFESSIONAL'S OWN
NEGLIGENCE, WHETHER THAT NEGLIGENCE IS THE SOLE
OR A CONCURRING CAUSE OF THE RESULTING INJURY,
DEATH[ OR DAMAGE. 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 THE
CITY. IN THE EVENT THAT ANY ACTION OR PROCEEDING IS
BROUGHT AGAINST THE CITY FROM WHICH THE CITY IS
INDEMNIFIED, PROFESSIONAL FURTHER. AGREES AND
COVENANTS TO DEFEND THE ACTION OR PROCEEDING BY
LEGAL COUNSEL ACCEPTABLE TO THE CITY. THE
INDEMNITY PROVIDED FOR IN THIS ARTICLE IX SHALT.
SURVIVE THE TERMINATION OR EXPIRATION OF THIS
AGREEMENT.
By this Agreement, the City does not consent to litigation or suit, and the City
hereby expressly revokes any consent to litigation that it may have granted by the
terms of this Contract or any other contract or agreement, any charter, or
applicable state. law. Nothing herein. shall be construed so as to limit or waive the
City's sovereign immunity. Professional assumes full responsibility for its work
performed hereunder and hereby releases, relinquishes and discharges the City, its
officers, agents, and employees from all claims, demands, and causes of action of
every kind and character, including the cost of defense thereof, for any injury to or
death of any person (whether they be either of the parties hereto, their employees,
or other third parties) and any loss of or damage to property (whether the property
be that of either of the parties hereto, their employees, or other third parties) that is
caused by or alleged to be caused by, arising out of, or in connection with
Professional's work to be performed hereunder. This release shall apply with
respect to Professional's work regardless of whether said claims, demands, and
causes of action are covered in whole or in part by insurance.
10. Subcontractors and Subconsultants
Professional shall receive written approval of the City's Representative prior to the use of any
subcontractors or subconsultants. A copy of all proposed contracts with subconsultants and/or
subcontractors shall be given to the City before execution of such contracts.
Aarcement for Professional Services, Page 6
11. Termination of Professional
The City, besides all other rights or remedies it may have, shall have the right to terminate this
Agreement without cause upon ten (10) days' written notice from the City Manager to
Professional of the City's election to do so. Furthermore, the City may immediately and without
notice terminate this Agreement if Professional breaches this Agreement. A breach of this
Agreement shall include, but not be limited to, the following:
(a) failing to pay insurance premiums, liens, claims or other charges;
(b) failing to pay any payments due the city, state, or federal government from
Professional or its principals, including, but not limited to, any taxes, fees,
assessments, liens, or any payments identified in this Agreement;
(c) the institution of voluntary or involuntary bankruptcy proceeding against
Professional;
(d) the dissolution of Professional;
(e) refusing or failing to prosecute the Work or any separable part, with the
diligence that will ensure its completion within the time specified in this
Agreement;
(f) failing to complete work wthin the time period specified in this
Agreement; and/or
(g) the violation of any provision of this Agreement.
Upon delivery of any notice of termination required herein, Professional shall discontinue all
services in connection with the performance of the Agreement. Within. ten (10) days after receipt
of the notice of termination, Professional shall submit a final statement showing in detail the
services satisfactorily performed and accepted and all other appropriate documentation required
herein for payment of services. At the same time that the final statement is tendered to the City,
Professional shall also tender all of Professional's work product, whether complete or not, in an
acceptable form and format to the City's Representative. No final payment will be made until all
work product is so tendered.
If this Agreement is terminated for cause, Professional shall be liable for any damage to the City
resulting therefrom. This liability includes any increased costs incurred by the City in
completing Professional's work. The rights and remedies of the City in this section are in
addition to any other rights and remedies provided by law or under this Agreement.
12. Records
Within ten days of the City's request and at no cost to the City, the City will be entitled to review
and receive a copy of all documents that indicate work on the Project that is subject to this
Agreement.
13. Supervision of Professional
Professional is an independent contractor and the City neither reserves nor possesses any right to
control the details of the Work performed by Professional under the terms of this Agreement.
Agreement for Professional Services, Page 7
14. Billing
The City shall have thirty (30) days to pay Professional's bills from the date of receipt of such
bills. All bills must identify with specificity the work or services performed and the date(s) of
such work or services. In the event of a disputed or contested invoice, the parties understand and
agree that the City may withhold the portion so contested, but the undisputed portion will be
paid. The Professional shall invoice the City for work performed no more than once a month.
15. indebtedness.
If Professional, at any time during the term of this agreement, incurs a. debt, as the word is
defined in section 2-662 of the Code of Ordinances of the City of Baytown; it shall immediately
notify the City's Director of Finance in writing. If the City's Director of Finance becomes aware
that the Professional has incurred a debt, the City's Director of Finance shall immediately notify
the Professional in writing. if the Professional does not pay the debt within. 30 days of either
such notification, the City's Director of Finance may deduct funds in an amount equal to the debt
from any payments owed to the Professional under this Agreement, and the Professional waives
any recourse therefor.
16. Reputation in the Community
Professional shall retain a high reputation in the community for providing professional
architectural services. Professional shall forward a copy of any current petition or complaint in
any court of law which (a) asserts a claim for $50,000 or more for errors or omissions in
providing architectural services and/or (b) seeks to deny the Professional the right to practice
architecture or to perform any other services in the state of Texas.
17. Payroll and Basic Records
a. Professional shall maintain payrolls and basic payroll records during the course of
the work performed under this Agreement and shall preserve them for a period of
three years from the completion of the work called for under this Agreement for
all personnel working on such work. Such records shall contain the name and
address of each such employee. social security number, correct classification,
hourly rates of wages paid, daily and weekly number of hours worked, deductions
made and actual wages paid.
b. Professional shall make the records required to be maintained under the preceding
subsection (a) of this section available at no cost to the City for inspection,
copying or transcription or its authorized representatives within fifteen days of the
City's request therefor. Professional shall permit such representatives to interview
Professional's employees during working hours on the job.
18. Governing Law
This Agreement has been made under and shall be governed by the laws of the state of Texas.
The parties further agree that performance and all matters related thereto shall be in Harris
County, Texas.
Agreement for Professional Services, Page 8
19. Notices
Unless otherwise provided in this Agreement, any notice provided for or permitted to he given
must be in writing and delivered in person or by depositing same in the United States mail,
postpaid and registered or certified, and addressed to the party to be notified, with return receipt
requested, or by delivering the same to an officer of such party. Notice deposited in the mail as
described above shall be conclusively deemed to be effective. unless otherwise stated in this
Agreement, from and after the expiration of three (3) days after it is so deposited.
For the purpose of notice, the addresses of the parties shall be as follows unless properly changed
as provided for herein be] ovt:
For the City:
CITY OF BAYTOWN
Attn: City Manager
P. O. Box 424
Baytown, Texas 77522-0424
FAX: 281-420-6586
For the Professional:
RESOURCE PLANNING ARCHITECTS, INC.
ATTN: BOB RANDAL.L
565 FM 270 NORTH
LEAGUE CITY, TX 77573
FAX: 281-316-6920
Each party shall have the right from time to time at any time to change its respective
address and each shall have the right to specify a new address, provided that at least fifteen (15)
days' written notice is given of such new address to the other party.
20. No 'Third Party Beneficiary
This Agreement shall not bestow any rights upon any third party, but rather. shall bind and
benefit Professional and the City only.
21. No Right to Arbitration
Notwithstanding anything to the contrary contained in this Agreement, the City and Professional
hereby agree that no claim or dispute between the City and Professional arising out of or relating
to this Agreement shall be decided by any arbitration proceeding including, without limitation,
any proceeding under the Federal Arbitration Act (9 U.S.C. Sections 1-14), or any applicable
State arbitration statute, including, but not limited to, the Texas General Arbitration Act,
provided that in the event that the City is subjected to an arbitration proceeding notwithstanding
this provision, Professional consents to be joined in the arbitration proceeding if Professional's
presence is required or requested by the City of complete relief to be recorded in the arbitration
proceeding.
Agreement for Professional Services, Page 9
22. Waiver
No waiver by either party to this Agreement of any term or condition of this Agreement shall be
deemed or construed to be a waiver of any other term or condition or subsequent waiver of the
same term or condition.
23. Complete Agreement
This Agreement represents the entire and integrated agreement between the City and
Professional in regard to the subject matter hereof and supersedes all prior negotiations,
representations or agreements, either whether written or oral, on the subject matter hereof. This
Agreement may only be amended by written instrument approved and executed by both of the
parties. The City and Professional accept and agree to these terms.
24. No Assignment
Professional may not sell or assign all or part interest in this Agreement to another party or
parties without the prior express written approval of the City .Manager of such sale or
assignment. The City may require any records or financial statements necessary in its opinion to
ensure such sale or assignment will be in the best interest of the City.
25. Headings
The headings used in this Agreement are for general reference only and do not have special
significance.
26. Severability
All parties agree that should any provision of this Agreement be determined to be invalid or
unenforceable, such determination shall not affect any other term of this Agreement, which shall
continue in full force and effect.
27. Ambiguities
In the event of any ambiguity in any of the terms of this Agreement, it shall not be construed for
or against any party hereto on the basis that such party did or did not author the same.
28. Authority
The officers executing this Agreement on behalf of the parties hereby represent that such officers
have fiill authority to execute this Agreement and to bind the party he/she represents.
DN WITNESS WHEKEOF, the parties hereto have executed this Agreement in multiple
copies, each of which shall be deeipeq to be an origigi l l,, but all of which shall constitute but one
and the same Agreement on the da of i , 2017, the date of
execution by the City Manager of the City of Baytown.
RESOURCE PLANNING ARCHITECTS,
,INC
.z' E -O)//
(Signature)
Ate-`
(Printed,_ ame)
96Si
(Title)
Agreement for Professional Services., Page 10
CITY OF BAYTOWN
RICHARD L. DAVIS, City Manager
ATTEST:
LETICIA BRYSCH, City Clerk
APPROVED AS TO FORM:
IGNACIO RAMIREZ, SR., City Attorney
STATE OF TEXAS §
COUNTY OF'HARRIS §
Before me on this day gersonally appear
his/her capacity as V66i.kUk-
behalf of such rporation,
t
(check one)
;d {\l��%'t�. , in
of Resource Planning Architects, Inc., on
nown o me,.
proved to me on the oath of ; or
proved to me through his/her current
{description of identification card or other document issued by the federal
government or any state government that contains the photograph and signature of
the acknowledging person;
to be the person whose name is subscribed to the foregoing instrument and acknowledged to me
that he/she executed the same for the purposes and consideration therein expressed.
'efore me this Zday of �,Aa,: 2017.
CNRISTIN TROTTI^—
Aw& ,
r=: Notary public, 3tofe of Texas
My Commisslon Expires ---
,;;,'' -Av�cirll 1+1
November 12, 2017 Notary Public in and for the State of Texas
'�tcob&011legat.Kare&.FilmkE:nginecring'ArehtlectAgreementsRendnll-RinerfloldtEvergreenGolf CoameClubhouse Renw.xhonFrojwaAl cementdoc
Aareenient for Professional Services, Page I I
EXHIBIT A
COMPENSATION
Services of Professional required under this Agreement shall not exceed SIXTY-TWO THOUSAND AND
NO/] 00 DOLLARS ($62,000.00) based upon the rate schedule, which is attached hereto and incorporated herein as
Appendix 1 to this exhibit. and shall not exceed the following for any task of the project:
Services of Professional's consultants required under this Agreement shall not exceed SIXTEEN
THOUSAND AND NO/100 DOLLARS ($16,000.00) based upon the following lump sum costs:
Additional Services
Professional will perform additional services, if any, at a price agreed upon by the parties in writing prior to the
perfonnance of such services. The City shall not be responsible or liable for any additional services performed by
the Professional unless such additional services have been approved in writing prior to the perfonnance of tike
same.
APPENDIX 1 TO EXHIBIT A
RATESCHEDULE
Staff Category Flourly Rate
Principal Architect ..........................................
$225.00
Senior Project Engineer ...................................
$200.00
Project Architect ..............................................
$175.00
Project Coordinator .........................................
$150.00
Intern Architect ...............................................
$100.00
Administrative Personnel ..................................
$75.00
ju-1v EXHIBIT B
REIMBURSABLE EXPENSES
Reimbursable expenses shall include costs for incidental items such as HC review fees, parking,
mileage, deliveries, and copies. Such expenses will be invoiced to the City at the P'rofessional's direct
cost plus 10%. Mileage will be invoiced at the IRS rate. Reimbursable expenses will not exceed
FOUR THOUSAND FIVE HUNDRED AND NO/100 DOLLARS ($4,500.00).
Additionally, expenses associated with transportation, including, but not limited to. meals, travel, and
lodging, must be approved in writing by the City prior to the Professional incurring any expense
associated therewith; otherwise, the parties hereto agree and understand that the City shall not be
liable and the Professional shall not make a claim against the City for any such expenses.
EXHIBIT C
SCHEDULE OF WORK
The .Professional shall perform all of the services required for Task 7 within one hundred twenty (120)
calendar dads of receipt of a. written notice to proceed issued by the City. Tasks 2 and 3 shall be performed
commensurate with the bidding and construction of the Protect.
EXHIBIT D
SCOPE OF WORK
A. Generally:
Professional shall provide architectural services and shall engage one or more professional engineers
licensed in the State of Texas to perform engineering services necessar? for the renovation of the former
Evergreen Golf Course Clubhouse.
B. Basic Services:
The scope of services will include tasks required to provide design, bidding and construction phase services
to complete the Project.
Task I -- Desian Phase:
Upon written authorization from the City, Professional shall:
1. Consult and meet with the City to define and clarify the City's requirements for the Project
and to gather operational information on the existing facilities;
2. Identify, consult with, analyze requirements of, and obtain the approval of governmental
authorities having jurisdiction to approve the portions of the Project designed or specified
by Professional, including but not limited to, requirement of the Texas Accessibility
Standards of the Architectural Barriers Act if applicable.
3. Utilize a structural engineer to check existing wall framing and foundation details, and to
provide recommendations for possible modifications related to the addition of the masonry
veneer.
4. Identify and evaluate potential solutions available to City; and, after consultations with
City, recommend to City those solutions which in. Professional's judgment meet City's
requirements for the Project.
5. Attend meetings with City and City's consultants, designated boards, commissions, and/or
city council to receive input into City's requirements for the Project and evaluate potential
solutions available to City.
b. Engage a kitchen consultant, one or more professionals appropriately licensed to perform
civil and structural engineering services, and MEP services for the Project.
7. On the basis of the City's direction and authorization, prepare final drawings indicating
the scope, relationships, forms size and appearance of the Project by means of plans,
sections and elevations, construction details and specifications together with the extent and
character of the Work to be performed and furnished by Contractor, including the quality
levels for major materials and Project systems. Specifications will be prepared, where
appropriate, in conformance with the 16 -division format of the Construction Specifications
Institute or, other format agreed to in writing by City and Professional.
8. Provide technical criteria, written descriptions, and design data for City's use in filing
applications for permits from or approvals of governmental authorities having jurisdiction
to review or approve the final design of the Project and assist City in consultations with
appropriate authorities.
9. Advise City of the Proiect schedule and the opinion of Total Project Costs for the Project
with each component separately itemized, including the following, which will be
separately itemized: opinion of probable Construction Cost, allowances for contingencies
and for the estimated total costs of design, professional, and related services provided by
Professional and. on the basis of information furnished by City, allowances for other items
and services included within the definition of Total Project Costs.
IU. Make appropriate recommendations to the City to adjust the Project size, quality or budget
if at any time the Professional's estimate of the probable Construction Cost or Total Project
Costs exceed the City's budget.
II. Prepare additional line items in the Bid Tabulations, assuming the project documentation.
including plans and specifications, were originally prepared to reflect these items, as
reasonably requested by City, so long as this/these request(s) is made prior to the
preparation of' -the final bid documents.
12. ProOde three full-size sets of Bidding/Construction Documents, which shall include
Drawings and Specifications that establish in detail the quality levels of materials anti
project systems required for construction, for the City's review and comment within one
hundred twenty (120) calendar days of authorization to begirt services and review it with
City;
13. Revise the documents in response to City's and other parties' comments, as appropriate,
and furnish three final paper copies of the revised documents and fifteen (15) copies of the
same in pdf format on compact disks to the City within ten (10) days after completion of
reviewing it with City.
ih. Furnish one final revised bound copy of drawings and technical specifications for bidding
purposes, including 15 discs with an electronic copy (PDF format) of the revised Bidding
.Documents, and a revised opinion of probable Construction Cost to the City
The Professional's services under the Design Phase will be considered complete on the date when
the final copies of the revised documents have been delivered to and accepted by the City.
"cask 2 — Bidding or Negotiating Phase:
After acceptance of the final Bidding Documents and the most recent opinion of probable
construction cost and upon written authorization by the City to proceed, the Professional shal k
1. Assist the City in advertising for and obtaining bids or negotiating proposals for tite Work.
2. Contact and inform appropriate local, state, and national contractors of Project.
3. Answer questions and issue Addenda as appropriate to clarify, correct, or change the
Bidding Documents.
4. Consult with the City 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.
S. Conduct the Mandatory .Pre -Bial Conference, summary of pre-bid meeting minutes for the
project and distribute to all prospective bidders.
b. Assist in connection with Bid protests, rebidding, or re-negotriating contracts for
construction, materials equipment and/or services
7. Prepare bid tabulation sheets, assemble contract documents, assist the City in both
evaluating bids or proposals and awarding contracts for the Work; and prepare a letter of
recommendation for award.
8. Require Professional's electrical sub consultant to attend the Mandatory Pre -Bid
Conference, prepare Addenda as necessary, prepare responses to written questions, and
provide support in reviewing bids.
The Bidding or Negotiating Phase will be considered complete upon the City's issuance of notice to
Proceed to the selected contractor.
Task 3 — Construction Phase:
Upon successful completion of the Bidding and Negotiating Phase, and upon written authorization
from City, the professional shall perfonn the following tasks:
1. Furnish 2 full size sets and 2 half size sets of drawings and technical specifications "Issued
for Construction" to the Contractor. the City's Project Manager, and the City's Inspector.
2. General Administration gfConstruction Contract - Consult with the City and act as the
City's representative as provided in the General Conditions. The extent and limitations of
the duties, responsibilities and authority of the Professional as assigned in said General
3.
4.
5.
Conditions shall nor be modified, except as the Professional may otherwise agree in
writing. All of the City's instructions to Contractor will be issued through the Professional,
who shall have authority to act on behalf of the City in dealings with Contractor to the
extent provided in this Agreement and said General Conditions except as otherwise
provided in writing.
.Selecting Independent Testing Laboratory - Assist the City in the selection of an
independent construction material testing consultant. The Professional shall provide two
sets of construction drawings and one copy of the specification book.
Pre -Construction Conference - Prepare .Pre -Construction Conference agendas. Conduct a
Pre -Construction Conference prior to commencement of Project at the site. Furnish three
full-size set of drawings labeled issued for construction at the Pre -Construction
Conference. Prepare and distribute meeting notes.
Visits to Site and Observation of Construction - In connection with observations of
Contractor's work in progress while it is in progress:
a. Make visits to the Site monthly to verify Contractor's payment requests and make
visits to the Site at intervals appropriate to the various stages of construction, and
as ENGINEER and/or CITY 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 Nvill determine if
Contractor's work is proceeding in accordance with the Contract Documents, and
ENGINEER shall keep CITY informed of the progress of the Work.
Make visits to the Site at intervals appropriate to the various stages of construction
and as the .Profession and/r the City deems to verify Contractors payment requests,
and as the Professional and/or the City- 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 the Professional, 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
the Professional 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 the Professional's exercise of professional
judgment .as assisted by the Resident Project Representative, if any. Based on
information obtained during such visits and such observations, the Professional
will determine if Contractor's work is proceeding in accordance with the Contract
Documents, and the Professional shall keep the City informed of the progress of
the Work.
b. The purpose of the Professional's visits to, and representation by the Resident
Project Representative, if any, at the Site, will be to enable the Professional to
better carry out the duties and responsibilities assigned to and undertaken by the
Professional during the Construction Phase, and, in addition, by the exercise of the
Professional's efforts as an experienced and qualified design professional, to
provide for the City 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. the
Professional 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 the Professional have authority over or responsibility for the
means, methods, techniques, sequences, or procedures of construction selected by
Contractor, for safety precautions and programs incident to Contractor's work., or
for any failure of Contractor to comply with Laws and Regulations applicable to
Contractor's furnishing and performing the Work. Accordingly, the Professional
neither guarantees the performance of any Contractor nor assumes responsibility
for any Contractor's failare to furnish and perform its work in accordance with the
Contract Documents.
b. Perform or provide the following additional Construction Phase tasks or deliverables:
a. Retain the services of specific discipline engineers such as an Architect, Plumber,
HVAC, Electrical, and Instrumentation Consultant to attend the Pre -Construction
Conference, if requested by the City, to respond to all Requests for Information
(RFIs), shop drawings and submittal review related to these areas of work; to
perform interim inspections) to observe as an experienced and qualified
professional the progress and quality of the Work; to provide a detailed punch list
of items in need of correction; and to conduct a final inspection to determine
compliance with the Construction Documents.
b. Prepare progress meeting agenda and meeting minutes for progress meetings.
7. Defective PMork - Recommend to the City that Contractor's work be disapproved and
rejected while it is in progress if, on the basis of such observations, the Professional
believes that such work will not produce a completed Project that substantially conforms to
the Contract Documents or that it will prejudice the integrity of the design concept of the
completed Project as a functioning whole as indicated in the Contract Documents.
8. Clar7ficativns and biterpretations and Field Orders -Issue neeessary 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. the Professional may issue Field
Orders authorizing minor variations from the requirements of the Contract Documents.
9. Change Orders and Work Change Directives . Recommend Change Orders and Work
Change Directives to the City, as appropriate, and prepare Change Orders and Work
Change Directives as required.
10. Shop Dra,vings 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. the Professional has an obligation to
meet any Contractor's submittal schedule that has earlier been acceptable to the
Professional.
IL 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 and
requirements of the City.
12. Inspections and Tests - Require such special inspections or tests of Contractor's work as
deemed reasonably necessary, and receive and review all certificates of inspections, tests,
and approvals required by Laws and Regulations or the Contract Documents. the
Professional's review of such certificates will be for the purpose of determining that the
results certified indicate compliance with the Contract Documents and will riot constitute
an independent evaluation that the content or procedures of such inspections, tests, or
approvals comply with the requirements of the Contract Documents. the Professional shall
be entitled to rely on the results of such tests.
13. Disagreements between the 04, and Contractor - Render formal written decisions on all
claims of the City and Contractor relating to the acceptability of Contractor's work or tine
interpretation of the requirements of the Contract Documents pertaining to the execution
and progress of Contractor's work. In rendering such decisions, the Professional shall be
fair and not show partiality to the City or Contractor.
14. Application v fnr Payment - Based on the Professional's observations as an experienced and
qualified design professional and on review of Applications for Payment and
accompanying supporting documentation:
a. Determine the amounts that the Professional recommends Contractor be paid
within five calendar days of receiving a payment request. Such recommendations
of payment will be in writing and will constitute the Professional's representation
to the City, based on such observations and review, that, to the best of the
Professional's knowledge, information and belief, Contractor's work has
progressed to the point indicated, the quality of such work is substantially in
accordance with the Contract Documents (subject to an evaluation of the Work as
a functioning whole prior to or upon Substantial Completion, to the results of any
subsequent tests called .for in the Contract Documents and to any other
qualifications stated in the recommendation), and the conditions precedent to
Contractor's being entitled to such, payment appear to have been fulfilled in so far
as it is the Professional's responsibility to observe Contractor's work. In the case of
unit price work, the Professional's recommendations of payment will include final
determinations of quantities and classifications of Contractor's work (subject to
any subsequent adjustment_.-, allowed by the Contract Documents). The
responsibilities of the Professional contained in paragraph 14.a are expressly
subject to the limitations set firth in paragraph 14.b and other express or general
limitations in this Agreement and elsewhere.
b. By recommending any payment, the Professional shall not thereby be deemed to
have represented that observations made by the Professional to check the quality or
quantity of Contractor's work as it is performed and furnished have been
exhaustive, extended to every aspect of Contractor's work in progress, or involved
detailed inspections of the Work beyond the responsibilities specifically assigned
to the Professional in this Agreement and the Contract Documents. Neither the
Professional's review of Contractor's work for the purposes of recommending
payments nor the Professional's recommendation of any payment including final
payment will impose on the Professional responsibility to supervise, direct, or
control Contractor's work in progress or for the means, methods, techniques,
sequences, or procedures of construction or safety precautions or programs
incident thereto, or Contractor's compliance with Laws and Regulations applicable
to Contractor's furnishing and performing die Work. It will also not impose
responsibility on the Professional to make any examination to ascertain how or for
what purposes Contractor has used the moneys paid on account of the Contract
Price, or to determine that title to any portion of the work in progress, materials, or
equipment has passed to the City free and clear of any liens, claims, security
interests, or encumbrances, or that there may not be other matters at issue between
the City and Contractor that might affect the amount that should be paid.
15. Contractor's Completion Documents.
a. Receive bonds, certificates, or other evidence of insurance not previously
submitted City of Baytown Central District W WTP and required by the Contract
Documents, certificates of inspection, tests and approvals, Shop Drawings,
Samples and other data approved as provided under paragraph 10, and the
annotated record documents which are to be assembled by Contractor in
accordance with the Contract Documents to obtain final payment. The extent of
such the Professional's review will be limited as provided in paragraph 10.
b. Transmit these documents to the City within 10 calendar days of receipt of
documents from Contractor.
C. Prepare and furnish to the City Record .Drawings on reproducible mylar and in
adobe .pdf format showing appropriate record information based on Project
annotated record documents received from Contractor.
d. Upload Record Drawings to TGL.O T'RECS system upon project completion.
e. Ensure all Grant Required Documents are completed and uploaded to TGLO
TRECS System, and ensure contractor has completed all Grant Required
paperwork for the Proiect.
16. Inspection - Promptly after notice from Contractor that Contractor considers the entire
Work ready for its intended use, in company with the City and Contractor, conduct an
inspection to determine if the Work is finally complete. the Professional shall prepare a
punch -lists as necessary for the Work to achieve final completion.
17. Final Notice of Acceptabilh), of the Work - Conduct a final inspection to determine if the
completed Work of Contractor is acceptable so that the Professional may recommend, in
writing, final payment to Contractor. Accompanying the recommendation for fnal
payment, the Professional shall also provide a notice in the form attached hereto as Exhibit
E (tile "Notice of Acceptability of Work") that to the best of the Professional's knowledge,
information and belief and upon the exercise of The Professional's due diligence, the Work
is acceptable and is•in compliance with the Contract Documents.
Duration of Construction Phase - The Construction Phase will commence with the execution of the
first Construction Agreement for the Project or any part thereof and will terminate upon final
payment to Contractor.
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 Ibmishing any of the Work. ENGINEER shall not be responsible for failure of any
Contractor to perform or furnish the Work in accordance with the Contract Documents.