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Ordinance No. 13,467ORDINANCE NO. 13,467 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS, AUTHORIZING AND DIRECTING THE CITY MANAGER TO EXECUTE AND THE CITY CLERK TO ATTEST TO A PROFESSIONAL SERVICES AGREEMENT WITH RESOURCE PLANNING ARCHITECTS, INC., FOR DESIGN, BID AND CONSTRUCTION PHASE SERVICES ASSOCIATED WITH THE IMPROVEMENTS FOR WATER ACCESS AT ROSELAND PARK, BAYLAND PARK, W.C. BRITTON PARK, AND THE GRAY WETLANDS CENTER PROJECT; AUTHORIZING PAYMENT BY THE CITY OF BAYTOWN IN AN AMOUNT NOT TO EXCEED SEVENTY-FIVE THOUSAND FIVE HUNDRED AND N0I100 DOLLARS ($75,500.00); 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 design, bid and construction phase services associated with the improvements for water access at Roseland Park, Bayland Park, W.C. Britton Park, and the Gray Wetlands Center Project. A copy of the agreement is attached hereto, marked Exhibit "A," and made a part hereof for all intents and purposes. Section 2: That the City Council of the City of Baytown authorizes payment to Resource Planning Architects, Inc., in an amount not to exceed SEVENTY-FIVE THOUSAND FIVE HUNDRED AND NO/100 DOLLARS ($75,500.00) 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 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 Baytown, this the 11"' day of May, 2017. A' BRYSCH, City APPROVED AS TO FORM: from and after its passage by the vote of the City Council of the City of DONCARLOS, Mayor NACIO RAMIREZ, SR., C Attorney 11COBFS011Legal\Karen\FileslCityCounci Ordinances\201'7\May 11 RPAPSA4WaterAccessiz'4Parks.doc 8 • ° Cp 0 �• • a o°b i c o° `rte from and after its passage by the vote of the City Council of the City of DONCARLOS, Mayor NACIO RAMIREZ, SR., C Attorney 11COBFS011Legal\Karen\FileslCityCounci Ordinances\201'7\May 11 RPAPSA4WaterAccessiz'4Parks.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 professional services for the design and construction of renovations and/or improvements to the water access at the following parks: 1. Roseland Park (100 Roseland Drive), 2. Bayland Park (2641 South Highway 146), 3. W.C. Britton Park (1305 Arizona Street), and 4. Eddie V. Gray Wetlands Center (1724 Market Street) (the "Work") for and on behalf of the City. The compensation for Professional shall be on the basis described in Exhibit "A" and shall not exceed SEVENTY THOUSAND AND NO/100 DOLLARS ($70,000.00). Reimbursable expenses not exceeding FIVE THOUSAND FIVE HUNDRED AND N0/100 DOLLARS ($5,500.00) will be paid as described in Exhibit `B." The time schedules for the Work are attached as Exhibit "B.". The scope of the work is as detailed in Exhibit 'T" Each of these Exhibits "A" through "d" is 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 Bob Randall, 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. Agreement for Professional Services, Page 1 C. 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. 4. Designation and Duties of the City's Representative a. The City's Director of Parks and Recreation 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. Agreement for Professional Services, Page 2 (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. (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 professional 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 Agreement for Professional Services, Page 3 which the City sees fit, 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 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: 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. 3. Errors and Omissions ■ Limit: $1,000,000 for this project. ■ For all architects, engineers, and/or design companies ■ Claims -made form is acceptable Agreement for Professional Services, Page 4 ■ Coverage will be in force for one (1) year after completion of the Project. ■ Waiver of Subrogation required. 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. Insurance carrier for all liability policies must have an A.M. Best Rating of ANII 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. 6. Upon request and without cost to the City, certified copies of all insurance polices and/or certificates of insurance shall be furnished to the City. 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 be 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 j HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, AND EMPLOYEES (HEREINAFTER REFERRED TO AS Agreement for Professional Services, Page 5 THE "CITY") FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, CAUSES OF ACTION, SUITS AND LIABILITY OF EVERY HIND, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, AND ATTORNEY'S FEES, FOR INJURY TO OR DEATH OF ANY PERSON, FOR DAMAGE TO ANY PROPERTY, OR FOR ANY BREACH OF CONTRACT, ARISING OUT OF, OR IN CONNECTION WITH THE WORK DONE BY PROFESSIONAL UNDER THIS CONTRACT CAUSED BY THE SOLE OR JOINT NEGLIGENCE OF PROFESSIONAL. IT IS THE EXPRESSED INTENTION OF THE PARTIES HERETO, BOTH PROFESSIONAL AND THE CITY, 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 SHALL 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 Agreement for Professional Services, Page 6 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. 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. Agreement for Professional Services, Page 7 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. 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 Agreement for Professional Services, Page 8 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. 19. Notices Unless otherwise provided in this Agreement, any notice provided for or permitted to be 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 below: 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: President 3027 Marina Bay Drive, Suite 240 League City, Texas 77573 FAX: hyA 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, Aereement for Professional Services, Page 9 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. 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 full authority to execute this Agreement and to bind the party he/she represents. Agreement for Professional Services, Page 10 IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiple copies, each of which shall be deemed to be an original, but all of which shall constitute but one and the same Agreement on the _ day of 2017, the date of execution by the City Manager of the City of Baytown. ATTEST: LETICIA BRYSCH, City Clerk APPROVED AS TO FORM: IGNACIO RAMIREZ, SR., City Attorney STATE OF TEXAS § COUNTY OF HARRIS § CITY OF BAYTOWN RICHARD L. DAVIS, City Manager RESOURCE PLANNING ARCHITECTS, INC. (Signature) Robert Randall (Printed Name) President (Title) Before me on this day personally appeared Robert Randall in his/her capacity as President of Resource Planning Architects, Inc., on behalf of such corporation, _ X known to me; proved to me on the oath of ; or Agreement for Professional Services, Page 11 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} (check one) 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. 5K SUBSCRIBED AND SWORN before me thisday of '2017. No ublic in anor the State o Texas �r;;��"► —~ CHRISTIN TR07TI _ fr? Notary Public. State of Texas I ZE My Commission Expires i♦•. NA. November 12, 2017 R:UCarca\Files\Engineering\Architea Agreements\Randall-Portertield\Boat Ramp & Fish Pier Renovation & Repair Project\Agreement.doe A�jeement for Professional Services, Page 12 EXHIBIT A COMPENSATION Services of Professional required under this Agreement shall not exceed SEVENTY THOUSAND AND N0/100 DOLLARS ($70,000.00) 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: The above -referenced not -to -exceed amount includes all expenses that Professional may incur as part of this project, including, but not limited to, all costs associated with parking, mileage, deliveries, and copies. 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. Additional Services Professional will perform additional services, if any, at a price agreed upon by the parties in writing prior to the performance 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 performance of the same. APPENDIX 1 TO EXHIBIT A RATESCHEDULE Staff Category Hourly Rate Principal Architect .......................................... $250.00 Architect.......................................................... $175.00 Intern Architect ............................................... $125.00 Administrative Personnel .................................. $75.00 EXHIBIT B SCHEDULE OF WORK The Professional shall perform all of the services required for Task 1 within one hundred twenty (120) calendar days 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 Project. EXHIBIT C SCOPE OF WORK A. Generally: The Work includes the development of schematic design, design development, bidding and construction phase services associated with the renovations and/or improvements to the water. access at the following parks: 1. Roseland Park (100 Roseland Drive), 2. Bayland Park (2641 South Highway 146), 3. W.C. Britton Park (1305 Arizona Street), and 4. Eddie V. Gray Wetlands Center (1724 Market Street) B. Basic Services: The scope of services will include tasks required to provide design, bidding and construction phase services to complete the Project. Task 1— Design 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. 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. 4. 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. 5. 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. 6. 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. 7. Advise City of the Project 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. S. 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. 9. 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. 10. Provide three full-size sets of Bidding/Construction Documents, which shall include Drawings and Specifications that establish in detail the quality levels of materials and project systems required for construction, for the City's review and comment within one hundred twenty (120) calendar days of authorization to begin services and review it with City; 11. 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. 12. 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. Task 2 — Biddin , or Nei-, otiatin T 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 shall: 1. Assist the City in advertising for and obtaining bids or negotiating proposals for the 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. 5. Conduct the Mandatory Pre -Bid Conference, summary of pre-bid meeting minutes for the project and distribute to all prospective bidders. 6. Assist in connection with Bid protests, rebidding, or re -negotiating 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 perform 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 of Construction 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 11 5. Conditions shall not 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 Professional and/or Professional' consultants deem necessary, in order to observe as an experienced and qualified design professional the progress and quality of the Work. Such visits and observations by 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 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 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, Professional will determine if Contractor's work is proceeding in accordance with the Contract Documents, and Professional shall keep Professional 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 Contractor's 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 failure to furnish and perform its work in accordance with the Contract Documents. 6. Meeting Agendas and Minutes. Prepare progress meeting agenda and meeting minutes for progress meetings. 7. Defective Work - 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. Clarifications and Interpretations and 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. 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 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. the Professional has an obligation to meet any Contractor's submittal schedule that has earlier been acceptable to the Professional. 11. Substitutes and "Or -Equal" - Evaluate and determine the acceptability of substitute or "Or Equal" materials and equipment proposed by Contractor, but subject to the provisions 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 not 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 City and Contractor - Render formal written decisions on all claims of the City 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, the Professional shall be fair and not show partiality to the City or Contractor. 14. Applications for 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 adjustments allowed by the Contract Documents). The responsibilities of the Professional contained in paragraph 14.a are expressly subject to the limitations set forth 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 the 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 WWTP 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 fixrnish 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 TGLO TRECS 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 Project. 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 Acceptability 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 final payment, the Professional shall also provide a notice in the form attached hereto as Exhibit E (the "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. Professional 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. Professional shall not be responsible for failure of any Contractor to perform or furnish the Work in accordance with the Contract Documents. C. Additional 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 performance of the same. Professional will perform additional services at a price agreed upon by the parties in writing prior to the performance of such services based upon the rate schedule indicated in Exhibit "A."