Ordinance No. 13,783ORDINANCE NO. 13,783
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 BURDITT CONSULTANTS, LLC, FOR THE MARKET STREET CORRIDOR
STUDY; AUTHORIZING PAYMENT BY THE CITY OF BAYTOWN IN AN
AMOUNT NOT TO EXCEED SIXTY-ONE THOUSAND AND NOA00 DOLLARS
($61,000.00); MAKING OTHER PROVISIONS RELATED THERETO; AND
PROVIDING FOR THE EFFECTIVE DATE THEREOF.
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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
Burditt Consultants, LLC, for the Market Street Corridor Study. 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 Burditt
Consultants, LLC, in an amount not to exceed SIXTY-ONE THOUSAND AND N0/100 DOLLARS
($61,000.00) 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 immediately m and after its passage by the
City Council of the City of Baytown.
INTRODUCED, READ, and PASSED by the affirmative t of the City Council of the City of
Baytown, this the 14"' day of June, 2018.
DONCARLOS,
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APPROVED AS TO FORM: �,;•.�' •'•
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ACIO RAMIREZ, SR.,i Attorney
11COBFSOI\Legal\KarenlFileslCity Council•.Ordinances\2018Uune 14',BurdittConsultantsPSA4MarketStreetCorridorStudy.doc
Exhibit "A"
CONSULTING SERVICES AGREEMENT
STATE OF TEXAS §
§ KNOWN BY THESE PRESENTS:
COUNTY OF HARRIS §
This Agreement is made this _ day of , 2018, by and between the City
of Baytown, Texas, a home -rule municipality located in Harris and Chambers Counties, Texas,
hereinafter referred to as the "City," and Burditt Consultants, LLC, a Texas liability company,
hereinafter referred to as the "Consultant"; and the Parties do hereby make and enter into the
following agreement:
ARTICLE I.
Consultant
1.1 The Consultant, as an independent contractor, covenants and agrees to perform
professional services for the planning, design and development services for the
redevelopment and beautification of the Market Street Corridor, as described in Article II
hereof. Such services shall be performed by the Consultant in accordance with the terms
of this Agreement and for the consideration herein stated. The Consultant covenants and
agrees to perform the services in a professional manner. The Consultant shall complete
the scope of work and shall submit reports to the City as required.
1.2 The Consultant shall provide its services under this Agreement with the same degree of
care, skill and diligence as is ordinarily provided by such professional under similar
circumstances for the preparation of the City of Baytown Market Street Corridor Study
and to which this Agreement applies. The Consultant will further give professional
consultations and advice to the City during the performance of the services under this
Agreement.
ARTICLE H.
Scone of Work
2.1 The Consultant will perform the professional services related to the City of Baytown
Market Street Corridor Study as set forth in Exhibit "A," which is attached and made a
part of this Agreement for all intents and purposes.
2.2 Pursuant to this Agreement, the City shall have the option to obtain the services of the
Consultant to perform additional services. Such additional services shall be described in
a written amendment to this Agreement, as agreed mutually by the City and the
Consultant, including a description of the additional work, associated compensation, and
time schedule as applicable.
Consulting Services Ageement, Page 1
5.3 The completion schedule set forth in Section 5.2 may not be subject to causes that result
in delay over which neither the Consultant nor the City has any control. Notification and
justification of any such delays identified by the Consultant must be made in writing and
approved by the City. The schedule of work will be extended to include any such delays
pursuant to Article X.
5.4 Except for the indemnity provided for in Article XIII, this Agreement shall terminate
upon the City's final acceptance of work completed by the Consultant, unless otherwise
terminated or modified as hereinafter provided.
ARTICLE VI.
Compensation to Consultant
6.1 The City shall compensate the Consultant for the professional services performed under
this Agreement. For the basic services described in Exhibit "A," the City shall pay the
Consultant in full payment for services rendered, including project -related costs and
subconsultant expenses, a sum not to exceed SIXTY-ONE THOUSAND AND N0/100
DOLLARS ($61,000.00). The actual amount of compensation is based upon the fee
schedule, which is attached hereto as Exhibit "C" and incorporated herein for all intents
and purposes, and project -related expenses, with the exception of mileage, travel and
printing costs, shall be actual cost times a multiplier of 1.1. The amount of compensation
and project -related expenses may be modified pursuant to Article X, in the event of
increased cost, change in the scope of work, time of performance, delays or increase or
decrease in the complexity or character of the work.
6.2 For additional services rendered pursuant to Section 2.2, the City shall compensate the
Consultant in the manner similar to the basic services and in accordance with the
maximum amount of payment and other terms as specified in the amendatory agreement
providing for the additional services.
6.3 Payment shall be made on the basis of percentage of completion for each phase as agreed
to by the parties, but in no case shall final payment on any individual phase be made until
all products required for that phase are received and accepted by the City. Payments shall
be made only after receipt and acceptance by the City of an invoice therefor. The invoice
shall not exceed the portion of the compensation attributable to the specified phase of
service completed as noted in Exhibit "C." Each invoice shall be certified as true and
correct by an officer of the Consultant. Each invoice is due and payable by the City
within thirty (30) days following the date of its receipt by the City or within thirty (30)
days of receipt of the invoiced services, whichever is later. However, the City shall not
be obligated to pay the full amount of an invoice if there is a dispute in the bill tendered
by the Consultant to the City for payment. In such case, the City shall pay only the
undisputed amount.
6.4 The terms of this Agreement are contingent upon sufficient appropriations and
authorization being made by the City for the performance of this Agreement. If at any
time during the period of performance under this Agreement, the City does not make
Consulting Services Agreement. Page 3
sufficient appropriations and authorizations, this Agreement shall terminate upon written
notice being given by the City to the Consultant. The City's decision as to whether
sufficient appropriations are available shall be accepted by the Consultant and shall be
final. In the case of termination due to the lack of sufficient appropriations, the
termination provisions of Section 10.4 shall apply.
ARTICLE VII.
Product of Services. Coyyrizht
7.1 The Consultant and the City mutually agree that reports, maps and materials prepared or
developed under the terms of this Agreement shall be delivered to and become the
property of the City. The Consultant shall have the right to retain copies and to utilize the
product of its services for marketing purposes, except for any confidential information, as
defined in Article XI hereof.
7.2 The Consultant shall furnish the City with the number of copies of reports as indicated in
Article H.
7.3 Nothing produced in whole or in part by the Consultant under this Agreement shall be
subject to application for copyright by or for the Consultant.
7.4 The Consultant hereby grants and conveys an ownership interest to the City in all work
products relating to the services required to be performed in this Agreement without
additional compensation.
ARTICLE VIII.
Private Interest of Public Officials and Consultant
8.1 No employee, agent or member of the City Council of the City shall have any financial
interest, direct or indirect, in this Agreement or the proceeds thereof.
ARTICLE IX.
Certifications of Consultant
9.1 The Consultant has not employed or retained any company or person, other than a bona
fide employee working solely for the Consultant, to solicit or secure this Agreement, and
that it has not been paid or agreed to pay any company or person other than a bona fide
employee working solely for the Consultant, any fee, commission, percentage, brokerage
fee, or any other consideration contingent upon or resulting from the award or making of
this Agreement.
9.2 The Consultant presently has no interest and shall not acquire any interest, direct or
indirect, which would conflict in any manner or degree with the performance of services
under this Agreement.
Consulting Services Agreement Page 4
9.3 If Consultant, 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 Consultant has incurred a debt, the City's Director of
Finance shall immediately notify the Consultant in writing. If the Consultant 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
Consultant under this Agreement, and the Consultant waives any recourse therefor.
ARTICLE X.
Changes or Termination
10.1 This Agreement may not be altered, changed or amended except by instrument in writing
executed by the parties hereto.
10.2 The City may, from time to time, request changes in the scope of work and time of
performance for the services of the Consultant to be performed hereunder. Such changes,
including any increase or decrease in the amount of the Consultant's compensation,
which are mutually agreed upon by and between the City and the Consultant, shall be
incorporated in written amendments to this Agreement.
10.3 This Agreement, with the exception of Article XIII, may be terminated before the
expiration date specified in Article V by any of the following conditions:
a. Right of either party to terminate for cause. This Agreement may be terminated
by either of the parties hereto for failure by the other party to perform in a timely
and proper manner its obligation under this Agreement. A signed written notice
of such termination shall be delivered to the other party by registered or certified
mail and such termination shall take effect thirty (30) days after the notice is
deposited in the mail provided that the failure to perform has not been remedied in
full prior to the expiration of the thirty -day period. By such termination, either
party may nullify obligations already incurred for the performances or failure to
perform before the termination date.
b. Right of the City to terminate for convenience. This Agreement may also be
terminated by the City for reasons other than failure by the Consultant to perform
in a timely and proper manner its obligations under this Agreement. A signed,
written notice of such termination shall be delivered to Consultant by registered or
certified mail and such termination shall take effect not less than seven (7) days
following the date that the notice is deposited in the mail or at 5:00 p.m. on the
date the notice is received by the Consultant, whichever is sooner.
10.4 Upon receipt of a notice of termination under any of the conditions under Section 10.3,
the Consultant shall, unless the notice otherwise directs, immediately discontinue all
services in connection with the performance of this Agreement. Within thirty (30) days
Consulting Services Agreement Page 5
after the conditions specified in Section 10.3 are met or within thirty (30) days after the
Consultant submits a statement of the actual services performed and payment requested,
or within thirty (30) days after the City's receipt of all data, study products and all other
work products required to be tendered to the City, whichever is later, the City shall pay
the Consultant allowable costs incurred, less previous payments. The City will only be
obligated to compensate the Consultant in a just and equitable manner for those services
actually performed prior to the effective date of termination. Data, study products and all
other work product prepared by Consultant under this Agreement shall be delivered to the
City within thirty (30) days after the receipt of the notice of termination if terminated by
the City or within thirty (30) days after tendering the notice of termination if terminated
by the Consultant.
10.5 Notwithstanding the provisions of Section 10.4 above, Consultant shall not be relieved of
liability to the City for damages sustained by the City by virtue of any negligent act or
omission or any breach of the Agreement.
ARTICLE M.
Confidentiality
11.1 Any information deemed by the City to be confidential pursuant to the Texas Public
Information Act that is provided to or developed by the Consultant in the performance of
this Agreement shall be kept confidential and shall not be made available to any
individual or organization by the Consultant without prior written approval of the City.
11.2 The Consultant shall have the obligation to provide documentation to the City as may be
required pursuant to a public information request for the same under the Texas Public
Information Act.
ARTICLE XII.
Inspection of Records
12.1 The Consultant shall maintain accounts and records, including personnel, property and
financial records, adequate to identify and account for all costs pertaining to this
Agreement and such other records as may be deemed necessary by the City to assure
proper accounting for all project funds. These records will be retained for three years
after the expiration of this Agreement.
12.2 Any time during normal business hours and as requested by the City, the Consultant shall
make available to the City for examination all of its project records with respect to all
matters covered by this Agreement and will allow the City to review, examine and make
excerpts from such records, and to make copies of all contracts, invoices, materials,
payrolls, records of personnel, conditions of employment and other data relating to all
matters covered by this Agreement. The financial records of the Consultant will be
available upon request by the City's representative in a timely manner at City Hall in
Consulting Services Agreement. Page 6
Baytown, Texas, for audit purposes to the City or its authorized representative. In any
event, the financial records shall be made available to the City within (10) days of the
City's request for the same. All copies made by the City pursuant to this Section shall be
made at the sole cost and expense of the Consultant.
ARTICLE XIII.
Insurance and Indemnification
13.1 Throughout the term of this Agreement, the Consultant at its own expense shall purchase,
maintain and keep in force and effect insurance against claims for injuries to or death of
persons or damages to property which may arise out of or result from the Consultant's
services, whether such services are by the Consultant, its agents, representatives,
volunteers, employees or subconsultants or by anyone directly or indirectly employed by
any of them, or by anyone for whose acts any of them may be liable.
13.2 The Consultant's insurance coverage shall be primary insurance with respect to the City,
its officers, agents and employees. Any insurance or self-insurance maintained by the
City, its officials, agents and employees shall be considered in excess of the Consultant's
insurance and shall not contribute to it. All coverage for subconsultants shall be subject
to all of the requirements stated herein, except as provided in Exhibit "D," which is
attached hereto and incorporated herein for all intents and purposes.
13.3 The following insurance shall be required under this Agreement and shall meet or exceed
the minimum requirements set forth herein:
1. Commercial General Liability
■ General Aggregate: $2,000,000
■ Per Occurrence: $1,000,000
■ Coverage shall be broad form CGL.
■ No coverage shall be deleted from standard policy without notification of
individual exclusions being attached for review and acceptance.
■ Waiver of Subrogation required.
2. Business Automobile Policy
■ Combined Single Limits: $1,000,000
■ Coverage for "Any Auto"
■ Waiver of Subrogation required.
3. Errors & Omissions (E&O)
■ Limit: $500,000
■ Claims -made form is acceptable.
4. Workers' Compensation
■ Statutory Limits
■ Employer's Liability $500,000
Consulting Services Agreement Page 7
■ Waiver of Subrogation required.
13.4 Prior to any work being performed on the site, the Consultant shall file with the City
valid Certificates of Insurance and endorsements acceptable to the City. Such
Certificates shall contain a provision that coverage afforded under the policies will not be
canceled, suspended, voided, or reduced until at least thirty (30) days' prior written notice
has been given to the City via certified mail, return receipt requested.
13.5 The Consultant shall also file with the City valid Certificates of Insurance covering all
subconsultants.
13.6 The following are general requirements applicable to all policies:
13.7
➢ AM Best Rating of A-; VII or better.
➢ Insurance carriers licensed and admitted to do business in the State of Texas will be
accepted.
➢ Liability policies must be on occurrence form. Errors and Omissions can be on
claims -made form.
➢ 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.
➢ The City, its officers, agents and employees are to be added as Additional Insureds to
all liability policies, with the exception of the Errors and Omissions Policy required
herein.
➢ Upon request of and without cost to City of Baytown, certified copies of all insurance
policies and/or certificates of insurance shall be furnished to City of Baytown's
representative. Certificates of insurance showing evidence of insurance coverage
shall be provided to the City's representative prior to any work being performed at the
site.
➢ Upon request and without cost to the City, certified copies of all insurance policies
and/or certificates of insurance shall be furnished to the City.
➢ Upon request of and without cost to City of Baytown, loss runs (claims listing) of any
and/or all insurance coverage shall be furnished to City of Baytown's representative.
CONSULTANT AGREES TO AND SHALL INDEMNIFY AND
HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,
AGENTS, AND EMPLOYEES (HEREAFTER REFERRED TO AS
"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 TO THE EXTENT
Consulting Services Agreement Page 8
ARISING OUT OF OR IN CONNECTION WITH AN ACT OF
NEGLIGENCE, INTENTIONAL TORT, INTELLECTUAL.
PROPERTY INFRINGEMENT, OR FAILURE TO PAY A
SUBCONTRACTOR OR SUPPLIER COMMITTED BY THE
CONSULTANT OR THE CONSULTANT'S AGENT, CONSULTANT
UNDER CONTRACT, OR ANOTHER ENTITY OVER WHICH THE
CONSULTANT EXERCISES CONTROL (COLLECTIVELY
CONSULTANT'S PARTIES). IT IS THE EXPRESSED INTENTION
OF THE PARTIES HERETO, BOTH CONSULTANT AND CITY,
THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH
IS INDEMNITY BY CONSULTANT TO INDEMNIFY AND
PROTECT CITY FROM THE CONSEQUENCES OF
CONSULTANT'S PARTIES' OWN WILLFUL MISCONDUCT,
JOINT OR SOLE NEGLIGENCE AS WELL AS THE
CONSULTANT'S PARTIES' INTENTIONAL TORTS,
INTELLECTUAL PROPERTY INFRINGEMENTS, AND
FAILURES TO MAKE PAYMENTS ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT. SUCH INDEMNITY
SHALL NOT APPLY, HOWEVER, TO LIABILITY ARISING
FROM THE PERSONAL INJURY, DEATH, OR PROPERTY
DAMAGE OF PERSONS THAT IS CAUSED BY OR RESULTS
FROM THE NEGLIGENCE OF ANY PERSON OTHER THAN THE
CONSULTANT'S PARTIES. IN THE EVENT THAT ANY ACTION
OR PROCEEDING IS BROUGHT AGAINST THE CITY FROM
WHICH THE CITY IS INDEMNIFIED, CONSULTANT FURTHER
AGREES AND COVENANTS TO DEFEND THE ACTION OR
PROCEEDING BY LEGAL COUNSEL ACCEPTABLE TO THE
CITY.
The indemnity provided hereinabove shall survive the termination and/or expiration of
this Agreement.
13.8 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 Agreement 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. The Consultant 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
Consulting Services Agreement Page 9
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 the
Consultant's work to be performed hereunder. This release shall apply with respect
to the Consultant's work regardless of whether said claims, demands, and causes of
action are covered in whole or in part by insurance.
ARTICLE XIV.
Miscellaneous Provisions
14.1 Neither the City nor Consultant shall be required to perform any term, condition or
covenant of this Agreement while such performance is delayed or interrupted by acts of
God, material or labor restrictions by any governmental authority, civil riot, flood, fire,
hurricanes or other natural disasters, any other cause not within the control of the City or
Consultant that by the exercise of due diligence the City or Consultant is unable wholly
or in part to prevent or overcome and supersedes all prior agreements and understandings
between City and Consultant concerning the subject matter of this Agreement. Any such
delay in performance shall be excused only for the same amount of time as the
occurrence giving rise to the delay shall have lasted or such period of time as is
reasonably necessary after such occurrence abates for the effects thereof to have
dissipated as determined in the sole discretion of the City.
14.2 This Agreement constitutes the entire agreement between the City and Consultant. No
agreements, amendments, modifications, implied or otherwise, shall be binding on any of
the parties unless set forth in writing and signed by both parties.
14.3 If one or more of the provisions of this Agreement or the application of any provision to
any party or circumstance is held invalid, unenforceable or illegal in any respect, the
remainder of this Agreement and the application of the provision to other parties or
circumstances shall remain valid and in full force and effect.
14.4 Any notice required to be given pursuant to the terms and provisions of this Agreement
shall be in writing and shall be mailed by certified or registered mail addressed as set
forth below or at such other address as may be specified by written notice:
CONSULTANT
Burditt Consultants, LLC
Attn: Cb3rIP:�Ud r -H -
310 Longmire Road
Conroe, TX 77304
CITY
City of Baytown
Attn: City Manager
P.O. Box 424
Baytown, TX 77522
Consulting Services Agreement Page 10
14.5 The Consultant shall not assign any interest in this Agreement and shall not transfer any
interest in the same without the prior written consent of the City thereto.
14.6 The City and Consultant each bind itself and its successors, executors and administrators
and assigns of such other parties, in respect to all covenants of this Agreement. Nothing
herein shall be construed as creating any personal liability on the part of any officer,
board member, commissioner, employee or agent of the City.
14.7 The Consultant at such times and in such forms as the City may require, shall furnish the
City such periodic reports as it may request pertaining to the work or services undertaken
pursuant to this Agreement.
14.8 Each provision and clause required by law to be inserted into the Agreement shall be
deemed to be included herein, and this Agreement shall be read and enforced as though
each were included herein. If through mistake or otherwise any such provision is not
inserted or is not correctly inserted, the Agreement shall be amended to make such
insertion on application by either party.
14.9 The failure on the part of any party herein at any time to require the performance by the
other party of any portion of this Agreement shall not be deemed a waiver of or in any
way affect that party's rights to enforce such provision or another provision in the future.
Any waiver by any party herein of any provision hereof shall not be taken or held to be a
waiver of any other provision hereof or any other breach hereof. Furthermore, any
waiver by either party of a breach of any provision of this Agreement shall not constitute
a waiver of any subsequent breach of this Agreement.
14.10 Any and all representations and conditions made by the Consultant under this Agreement
are of the essence of this Agreement and shall survive the execution, delivery and
termination of it, and all statements contained in any documents required by the City,
whether delivered at the time of execution or at a later date, shall constitute
representations hereunder.
14.11 In the event of default by any party herein, all other parties shall have all rights and
remedies afforded to it at law or in equity to recover damages and to interpret or enforce
the terms of this Agreement. The exercise of any one right or remedy shall be without
prejudice to the enforcement of any other right or remedy allowed at law or in equity.
14.12 This Agreement shall be construed in accordance with the laws of the State of Texas.
This Agreement is performed in Harris County, Texas, and is subject to all applicable
Federal and State laws, statutes, codes, and any applicable permits, ordinances, rules,
orders and regulations of any local, state or federal government authority having or
asserting jurisdiction.
14.13 In the performance of this Agreement, the Consultant will not discriminate against any
employee or applicant for employment because of race, color, religion, age, sex or
Consulting Services AgreemenL Page 11
national origin. The Consultant will, in all solicitations or advertisements for employees
placed by or on behalf of it, state that it is an equal opportunity employer.
14.14 Notwithstanding anything to the contrary contained in this Agreement, the City and the
Consultant hereby agree that no claim or dispute between the City and the Consultant
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, the Consultant consents to be
joined in the arbitration proceeding if the Consultant's presence is required or requested
by the City for complete relief to be recorded in the arbitration proceeding.
14.15 Two copies of this Agreement are executed; each shall be deemed an original.
14.16 The parties acknowledge that they have read, understand and intend to be bound by the
terms and conditions of this Agreement.
14.17 The article and/or section headings are used in this Agreement for convenience and
reference purposes only and are not intended to define, limit or describe the scope or
intent of any provision of this Agreement and shall have no meaning or effect upon its
interpretation.
14.18 Words of any gender used in this Agreement shall be held and construed to include any
other gender, and words in the singular number shall be held to include the plural, and
vice versa, unless context requires otherwise.
14.19 The officers executing this Agreement on behalf of the parties hereby confirm that such
officers have full authority to execute this Agreement and to bind the party he/she
represents.
IN WITNESS HEREOF, the parties have executed this agreement in duplicate originals
at Baytown, Harris County, Texas.
CITY OF BAYTOWN
ATTEST:
LETICIA BRYSCH, City Clerk
APPROVED AS TO FORM:
1�0
ACID RAMIREZ, S ., City Attorney
Consulting Services Agreemen Page 12
RICHARD L. DAVIS, City Manager
BURDITT CONSULTANTS, LLC
Signature
lharles r
Printed Name
Title
STATE OF TEXAS
COUNTY OF HARRIS
Before me,bid %c � the undersigned notary public, on this day
personally appeared � 1 t the Rn I Cie n + of Burditt
Consultants, LLC, on behalf of such limited liability company
(check one)
known tome;
proved to me on the oath of
proved to me through his/her current
or
{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 that instrument for the purposes and consideration therein expressed.
Given under my hand and seal of office this day of u n e. , 2018.
N tary Pub m fo� a State of
Te
My commission expires:
\\cobfs0l\legal\Karen\Files\Engineering\Engineering Agreements\Burditt\Market Street Master Plan\Consulting Services Agreement.doc
Consulting. Services Agreement Page 13
Exhibit "A"
Scope of Work
SCOPE OF WORK
The Consultant shall perform planning, design, and development services for the redevelopment
and beautification of the Market Street Corridor Study, which study shall:
➢ identify opportunities for projects that would draw new investment, users, and visitors to
the corridor (including small and large-scale development);
➢ identify a way to increase pedestrian mobility along the corridor;
➢ repurpose all unused railroad rights-of-way along the corridor;
➢ garner strong citizen participation throughout the development of the study;
➢ develop a Capital Improvement Plan for the planning area;
➢ identify beautification opportunities along the corridor;
➢ use public engagement strategies to maximize public involvement; and
➢ produce an action plan for implementation.
TASKS
In completing the Scope of Work, the Consultant shall perform the following tasks:
Task 1— Project Initiation and Inventory
Activities:
➢ Establish project understanding and objectives with City's Project Manager and the
Consultant's team;
➢ Define objectives;
➢ Confirm schedule;
➢ Identify all team members (including City staff, officials, administration, boards,
committees and stakeholders) and roles;
➢ Identify decision makers, milestones and target deliverables;
➢ Identify base information to be examined by team and arrange with staff to obtain;
➢ Identify critical community information to identify relevant issues that affect the
physical planning for the project (including clearly defining the project study area,
relevant planning documents, codes and ordinances);
➢ Review and analyze the City's existing codes, Comprehensive Plan, and zoning
regulations;
➢ Compile planning and design criteria critical to the development of the Master Plan;
and
➢ Inventory existing City -owned properties and those of other entities -- public and
private.
Exhibit "A." Page 1
Key Deliverables:
➢ Project Kickoff Meeting,
➢ Identification of Data Required to Develop Study, and
➢ Launch Online Survey.
Task 2 — Corridor Site Assessment and Opportunity Analysis
Activities:
➢ Perform existing land use analysis within the study area;
➢ Study bike/pedestrian mobility and trail connection opportunities within the study
area;
➢ Identify underutilized properties and opportunities for open -space enhancement,
beautification, gateway opportunities and streetscape opportunities within the study
area;
Develop preliminary conceptual streetscape design;
➢ Develop preliminary conceptual abandoned rail right-of-way redevelopment design;
➢ Develop preliminary conceptual wayfinding design;
➢ Develop preliminary conceptual trail design;
➢ Develop opportunity analysis graphic illustrating opportunities for beautification,
streetscape, gateways, bike/pedestrian facility, trails, and open -space development;
➢ Develop preliminary opinion of probable cost for design elements (wayfinding,
streetscapes, bike/pedestrian facilities); and
➢ Prepare materials for targeted stakeholder meeting.
Key Deliverables:
➢ Targeted Stakeholder Meeting #1 and
➢ Corridor Site Assessment and Opportunity Analysis Diagram.
Task 3 — Marketing and Economic Development Opportunities and Challenges Analysis and
Existing Conditions Assessment
Activities:
➢ Perform marketing and economic development opportunities and challenges
analysis with the study area;
➢ Identify highest and best use for underutilized properties, opportunities for land
acquisition, and opportunities for redevelopment within the study area;
➢ Study existing economic development policies and strategies to evaluate
opportunities to modify in order to realize economic development goals within the
study area;
➢ Study existing land use policy to identify opportunities to modify, in order to realize
beautification and character preservation goals within the study area;
➢ Prepare materials for targeted stakeholder meeting; and
➢ Research economic development financing tools, which could be used to fund
infrastructure improvements within the corridor.
Exhibit "A." Page 2
Key Deliverables:
➢ Walking Audit,
➢ Marketing and Economic Development Opportunities and Challenges Analysis, and
➢ Existing Conditions Assessment.
Task 4 — Final Conceptual Streetscape Design and Initial Budget
Activities:
➢ Based on feedback from the targeted stakeholder meetings, revise conceptual
designs for typical street sections, trail connections, wayfinding/gateway
enhancements, public space beautification and bike/pedestrian facility development;
➢ Develop an initial budget;
➢ Prepare all materials for Town Hall Meeting to present ideas and gather feedback
from the public on preferences and priority locations for enhancements;
➢ Assess public on types of financing for associated improvements; and
➢ Analyze and present information from the online survey at the Town Hall Meeting.
Key Deliverables:
➢ Town Hall Meeting,
➢ Final Conceptual Streetscape Design, and
➢ Initial Budget.
TASK 5 — Draft Capital improvements Plan and OPC
Activities:
➢ Based on feedback from the town hall meeting, revise conceptual designs (if
necessary) for typical street sections, trail connections, wayfinding/gateway
enhancements, public space beautification and bike/pedestrian facility development;
➢ Based on feedback from the town hall meeting, develop a draft CIP which
prioritizes projects identified in the study area;
➢ Develop an opinion of probable cost associated with the priority projects;
➢ Prepare Draft CIP and OPC to present to staff for feedback, in preparation for the
Targeted Stakeholder Meeting #2; and
➢ Analyze and present information from the online survey and town hall meeting to
the Staff and Targeted Stakeholders.
Key Deliverables:
➢ Targeted Stakeholder Meeting #2 and
➢ Draft CIP and OPC.
Exhibit "A." Page 3
Task 6 — Final Capital Improvements Plan. OPC and Draft Study Area Report
Activities:
➢ Based on feedback from the staff and targeting stakeholders, finalize conceptual
designs (if necessary) for typical street sections, trail connections,
wayfinding/gateway enhancements, public space beautification and bike/pedestrian
facility development;
➢ Based on feedback from the staff and targeted stakeholders, develop a final CIP
which prioritizes projects identified in the study area;
➢ Develop a final opinion of probable cost associated with the priority projects;
➢ Prepare Final CIP, OPC and draft study area report to present to staff for feedback,
in preparation for the presentation to the City Council; and
➢ Analyze and present information from the online survey and town hall meeting to
the Staff and Targeted Stakeholders.
Key Deliverable:
➢ Final CIP, OPC and Draft Study Area Report.
Task 7 — Final Capital Improvements Plan. OPC and Final Study Area Report Presentation to
Council
Activities:
➢ Based on feedback from the staff and
OPC and Study Area Report; and
➢ Prepare presentation of final CIP, OPC
Council.
Key Deliverables:
➢ Final CIP, OPC and Study Area Report.
Exhibit "A." Page 4
targeting stakeholders, edit the Final CIP,
and study area report to present to City
Exhibit "B"
Schedule
Task 1. Pro ect Initiation and Inventory
Kickoff Meeting
06/19/2018
Online Survey Launch/Project Press Release
06/22/2018
Task 2. Corridor Site Assessment and Opportunity Analysis
Corridor Site Assessment and Opportunity Analysis Diagram
07/24/2018
Neighborhood Meeting #1 10:00-12:OOPM
07/31/2018
Stakeholder Meeting #1 2:00-4:OOPM
07/31/2018
Town Hall Meeting #1 5:30-7:OOP
08/07/2018
Task 3. Marketing and Economic Development Opportunities and Challenges Analysis and Existing
Conditions Assessment
Walking Audit
08/07 (AM)
or
08/11 AM
Marketing and Economic Development Opportunities and
Challenges Anal sis
08/17/2018
Existing Conditions Assessment
08/31/2018
Task 4. Final Conceptual Streetsca a DesiLgi and Initial Budget
Final Conceptual Streetsca a Design and Budget
09/07/2018
Draft Report CIP/OPC
09/14/2018
Task S. Draft Capital Improvements Plan and OPC
Neighborhood Meeting #2 10:00-12:OOPM
09/18/2018
Stakeholder Meeting #2
09/18/2018
Draft Report Sta
11/09/2018
Task 6. Final Capital Improvements Plan OPC and Draft Stddy Area Report
Final Report(Staff)
11/30/2018
Task 7. Final Capital Improvements Plan, OPC, and Final Study Area Report Presentation to
Council
Final Report Council Presentation
12/13/2018
Exhibit `B: ' Page Solo
Exhibit "C"
Fee Schedule
Consultant will perform the services outlined in Exhibit "A" on a time and materials basis at a
cost not to exceed SIXTY-ONE THOUSAND AND N0/100 DOLLARS ($61,000.00), including
printing of draft and final reports and subconsultant expenses. Fees for services will be billed on
a monthly basis, based on the percentage of work completed for each Task. The maximum fee
for each Task is as follows:
1-2
Project Initiation and Inventory, Corridor Site Assessment and Opportunity
Analysis
$ 18,500.00
3
Marketing and Economic Development Opportunities and Challenges Analysis
and ExistingConditions Assessment
$ 5,400.00
45
Final Conceptual Streetscape Design and Draft Capital Improvements Plan and
OPC
$ 25,000.00
6-7
Final Capital Improvements Plan OPC and Study Area Report Presentation
$12,100.00
Total
$ 61000.00
Rate Schedule
Classification Hourly Rate
Principal
$170
Senior Project Manager
$150
Project Architect
$135
Project Landscape Architect
$135
Senior Planner
$135
Wetland Scientist
$135
Senior Urban Forester
$125
Natural Resource Planner
$125
Geographic Information Systems (GIS) Planner
$125
Natural Resource Planner
$110
Architecture Sr. Associate
$110
Licensed Irrigator
$110
Landscape Architect Associate
$100
CAD Designer II
$ 80
CAD Designer I
$ 70
Administrative Assistant Il
$ 70
Administrative Assistant I
$ 55
Project -Related Expenses:
Project -related expenses shall include mileage, photography, color renderings, travel -related
expenses, delivery charges, and mailing charges related to the citizen survey. Such expenses are
included in the totals shown hereinabove. Printing is included for the number of report copies
shown in Exhibit "A." Project -related expenses, with the exception of mileage, travel and
Exhibit "C." Page 1
printing costs, will be billed at 1.1 times the direct cost incurred to cover accounting and
processing costs. For any and all project -related expenses beyond those contemplated in Exhibit
"A," the Consultant must obtain the City's prior written approval before incurring the same.
Should Consultant fail to obtain such approval, the City shall not be liable for such expenses.
Electronic files will be provided to the City of Baytown for electronic transmission of the report
or for the printing of additional draft or final copies.
Exhibit "C." Page 2
CONSULTING SERVICES AGREEMENT
STATE OF TEXAS
KNOWN BY THESE PRESENTS:
COUNTY OF HARRIS §
This Agreement is made this &ty of 2018, by and between the City
of Baytown, Texas, a home -rule municipality to ted in 11arris and Chambers Counties, Texas,
hereinafter referred to as the "City," and Burditt Consultants, LLC, a Texas liability company,
hereinafter referred to as the "Consultant"; and the Parties do hereby make and enter into the
following agreement:
ARTICLE I.
Consultant
1.1 The Consultant, as an independent contractor, covenants and agrees to perform
professional services for the planning, design and development services for the
redevelopment and beautification of the Market Street Corridor, as described in Article H
hereof, Such services shall be performed by the Consultant in accordance with the terms
of this Agreement and for the consideration herein stated. The Consultant covenants and
agrees to perform the services in a professional manner. The Consultant shall complete
the scope of work and shall submit reports to the City as required.
1.2 The Consultant shall provide its services under this Agreement with the same degree of
care, skill and diligence as is ordinarily provided by such professional under similar
circumstances for the preparation of the City of Baytown Market Street Corridor Study
and to which this Agreement applies. The Consultant will further give professional
consultations and advice to the City during the performance of the services under this
Agreement.
ARTICLE H.
Scone of Work
2.1 The Consultant will perform the professional services related to the City of Baytown
Market Street Corridor Study as set forth in Exhibit "A," which is attached and made a
part of this Agreement for all intents and purposes.
2.2 Pursuant to this Agreement, the City shall have the option to obtain the services of the
Consultant to perform additional services. Such additional services shall be described in
a written amendment to this Agreement, as agreed mutually by the City and the
Consultant, including a description of the additional work, associated compensation, and
time schedule as applicable.
Consulting Services Agreement, Page 1
ARTICLE M.
Consultant Personnel
3.1 The Consultant represents that it has or will secure at its own expense, all personnel
required in performing the services under this Agreement. Such personnel shall not be
employees of or have any contractual relationship with the City.
3.2 The Consultant may contract with subconsultants for portions of the work or services
under this Agreement with the prior written approval of the City. Any work or services
subcontracted hereunder shall be specified by a written Agreement and shall be subject to
the provisions of this Agreement.
ARTICLE IV.
Support Services
4.1 To the extent authorized by law, the readily available existing data and documentation
obtained by the City that are relevant to the accomplishment of the Scope of Work
specified in Article II shall be made available by the City for use by the Consultant.
However, in providing such data and documentation, the City makes no warranty as to
the accuracy or reliability of the same.
4.2 The City shall consider and act on all documents and project work items submitted by the
Consultant that require review, comments or approval by the City within a reasonable
period of time so as to enable the Consultant to complete the work on schedule as
provided in Article V of this Agreement.
4.3 The City agrees to provide the Consultant with support services needed to organize,
schedule, notify, provide, meet, locate, conduct meetings, and prepare minutes of
meetings for the City of Baytown Market Street Corridor Study, including committees,
workshops, public meetings and public hearings as described in Article 11. The
Consultant will advise and coordinate with the City to accomplish these support services.
ARTICLE V.
Time of Performance
5.1 The Consultant shall commence services upon execution of this Agreement and receipt of
written notice to proceed from the City.
5.2 The Consultant shall complete the services described in Article II, in accordance with the
schedule, which is attached hereto as Exhibit `B" and incorporated herein for all intents
and purposes, unless the scope of work and time of performance are changed in
accordance with Article X.
Consulting Services Agreement Page 2
5.3 The completion schedule set forth in Section 5.2 may not be subject to causes that result
in delay over which neither the Consultant nor the City has any control. Notification and
justification of any such delays identified by the Consultant must be made in writing and
approved by the City. The schedule of work will be extended to include any such delays
pursuant to Article X.
5.4 Except for the indemnity provided for in Article XIII, this Agreement shall terminate
upon the City's final acceptance of work completed by the Consultant, unless otherwise
terminated or modified as hereinafter provided.
ARTICLE VI.
Compensation to Consultant
6.1 The City shall compensate the Consultant for the professional services performed under
this Agreement. For the basic services described in Exhibit "A," the City shall pay the
Consultant in full payment for services rendered, including project -related costs and
subconsultant expenses, a sum not to exceed SIXTY-ONE THOUSAND AND NOi 100
DOLLARS ($61,000.00). The actual amount of compensation is based upon the fee
schedule, which is attached hereto as Exhibit "C" and incorporated herein for all intents
and purposes, and project -related expenses, with the exception of mileage, travel and
printing costs, shall be actual cost times a multiplier of 1.1. The amount of compensation
and project -related expenses may be modified pursuant to Article X, in the event of
increased cost, change in the scope of work, time of performance, delays or increase or
decrease in the complexity or character of the work.
6.2 For additional services rendered pursuant to Section 2.2, the City shall compensate the
Consultant in the manner similar to the basic services and in accordance with the
maximum amount of payment and other terms as specified in the amendatory agreement
providing for the additional services.
6.3 Payment shall be made on the basis of percentage of completion for each phase as agreed
to by the parties, but in no case shall final payment on any individual phase be made until
all products required for that phase are received and accepted by the City. Payments shall
be made only after receipt and acceptance by the City of an invoice therefor. The invoice
shall not exceed the portion of the compensation attributable to the specified phase of
service completed as noted in Exhibit "C." Each invoice shall be certified as true and
correct by an officer of the Consultant. Each invoice is due and payable by the City
within thirty (30) days following the date of its receipt by the City or within thirty (30)
days of receipt of the invoiced services, whichever is later. However, the City shall not
be obligated to pay the full amount of an invoice if there is a dispute in the bill tendered
by the Consultant to the City for payment. In such case, the City shall pay only the
undisputed amount.
6.4 The terms of this Agreement are contingent upon sufficient appropriations and
authorization being made by the City for the performance of this Agreement. If at any
time during the period of performance under this Agreement, the City does not make
Consulting Services Agreement Page 3
sufficient appropriations and authorizations, this Agreement shall terminate upon written
notice being given by the City to the Consultant. The City's decision as to whether
sufficient appropriations are available shall be accepted by the Consultant and shall be
final. In the case of termination due to the lack of sufficient appropriations, the
termination provisions of Section 10.4 shall apply.
ARTICLE VII.
Product of Services, CopyriA
7.1 The Consultant and the City mutually agree that reports, maps and materials prepared or
developed under the terms of this Agreement shall be delivered to and become the
property of the City. The Consultant shall have the right to retain copies and to utilize the
product of its services for marketing purposes, except for any confidential information, as
defined in Article XI hereof.
7.2 The Consultant shall finnish the City with the number of copies of reports as indicated in
Article H.
7.3 Nothing produced in whole or in part by the Consultant under this Agreement shall be
subject to application for copyright by or for the Consultant.
7.4 The Consultant hereby grants and conveys an ownership interest to the City in all work
products relating to the services required to be performed in this Agreement without
additional compensation.
ARTICLE VIII.
Private Interest of Public Officials and Consultant
8.1 No employee, agent or member of the City Council of the City shall have any financial
interest, direct or indirect, in this Agreement or the proceeds thereof.
ARTICLE IX.
Certifications of Consultant
9.1 The Consultant has not employed or retained any company or person, other than a bona
fide employee working solely for the Consultant, to solicit or secure this Agreement, and
that it has not been paid or agreed to pay any company or person other than a bona fide
employee working solely for the Consultant, any fee, commission, percentage, brokerage
fee, or any other consideration contingent upon or resulting from the award or making of
this Agreement.
9.2 The Consultant presently has no interest and shall not acquire any interest, direct or
indirect, which would conflict in any manner or degree with the performance of services
under this Agreement.
Consulting Services Agreement Page 4
9.3 If Consultant, 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 Consultant has incurred a debt, the City's Director of
Finance shall immediately notify the Consultant in writing. If the Consultant 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
Consultant under this Agreement, and the Consultant waives any recourse therefor.
ARTICLE X.
Changes or Termination
10.1 This Agreement may not be altered, changed or amended except by instrument in writing
executed by the parties hereto.
10.2 The City may, from time to time, request changes in the scope of work and time of
performance for the services of the Consultant to be performed hereunder. Such changes,
including any increase or decrease in the amount of the Consultant's compensation,
which are mutually agreed upon by and between the City and the Consultant, shall be
incorporated in written amendments to this Agreement.
10.3 This Agreement, with the exception of Article XIII, may be terminated before the
expiration date specified in Article V by any of the following conditions:
a. Right of either party to terminate for cause. This Agreement may be terminated
by either of the parties hereto for failure by the other party to perform in a timely
and proper manner its obligation under this Agreement. A signed written notice
of such termination shall be delivered to the other party by registered or certified
mail and such termination shall take effect thirty (30) days after the notice is
deposited in the mail provided that the failure to perform has not been remedied in
full prior to the expiration of the thirty -day period. By such termination, either
party may nullify obligations already incurred for the performances or failure to
perform before the termination date.
b. Right of the City to terminate for convenience. This Agreement may also be
terminated by the City for reasons other than failure by the Consultant to perform
in a timely and proper manner its obligations under this Agreement. A signed,
written notice of such termination shall be delivered to Consultant by registered or
certified mail and such termination shall take effect not less than seven (7) days
following the date that the notice is deposited in the mail or at 5:00 p.m. on the
date the notice is received by the Consultant, whichever is sooner.
10.4 Upon receipt of a notice of termination under any of the conditions under Section 10.3,
the Consultant shall, unless the notice otherwise directs, immediately discontinue all
services in connection with the performance of this Agreement. Within thirty (30) days
Consulting Services Agreement Page 5
after the conditions specified in Section 10.3 are met or within thirty (30) days after the
Consultant submits a statement of the actual services performed and payment requested,
or within thirty (30) days after the City's receipt of all data, study products and all other
work products required to be tendered to the City, whichever is later, the City shall pay
the Consultant allowable costs incurred, less previous payments. The City will only be
obligated to compensate the Consultant in a just and equitable manner for those services
actually performed prior to the effective date of termination. Data, study products and all
other work product prepared by Consultant under this Agreement shall be delivered to the
City within thirty (30) days after the receipt of the notice of termination if terminated by
the City or within thirty (30) days after tendering the notice of termination if terminated
by the Consultant.
10.5 Notwithstanding the provisions of Section 10.4 above, Consultant shall not be relieved of
liability to the City for damages sustained by the City by virtue of any negligent act or
omission or any breach of the Agreement.
ARTICLE M.
Confidentiality
11.1 Any information deemed by the City to be confidential pursuant to the Texas Public
Information Act that is provided to or developed by the Consultant in the performance of
this Agreement shall be kept confidential and shall not be made available to any
individual or organization by the Consultant without prior written approval of the City.
11.2 The Consultant shall have the obligation to provide documentation to the City as may be
required pursuant to a public information request for the same under the Texas Public
Information Act.
ARTICLE XII.
Inspection of Records
12.1 The Consultant shall maintain accounts and records, including personnel, property and
financial records, adequate to identify and account for all costs pertaining to this
Agreement and such other records as may be deemed necessary by the City to assure
proper accounting for all project funds. These records will be retained for three years
after the expiration of this Agreement.
12.2 Any time during normal business hours and as requested by the City, the Consultant shall
make available to the City for examination all of its project records with respect to all
matters covered by this Agreement and will allow the City to review, examine and make
excerpts from such records, and to make copies of all contracts, invoices, materials,
payrolls, records of personnel, conditions of employment and other data relating to all
matters covered by this Agreement. The financial records of the Consultant will be
available upon request by the City's representative in a timely manner at City Hall in
Consulting Services Agreement Page 6
Baytown, Texas, for audit purposes to the City or its authorized representative. In any
event, the financial records shall be made available to the City within (10) days of the
City's request for the same. All copies made by the City pursuant to this Section shall be
made at the sole cost and expense of the Consultant.
ARTICLE XIII.
Insurance and Indemnification
13.1 Throughout the term of this Agreement, the Consultant at its own expense shall purchase,
maintain and keep in force and effect insurance against claims for injuries to or death of
persons or damages to property which may arise out of or result from the Consultant's
services, whether such services are by the Consultant, its agents, representatives,
volunteers, employees or subconsultants or by anyone directly or indirectly employed by
any of them, or by anyone for whose acts any of them may be liable.
13.2 The Consultant's insurance coverage shall be primary insurance with respect to the City,
its officers, agents and employees. Any insurance or self-insurance maintained by the
City, its officials, agents and employees shall be considered in excess of the Consultant's
insurance and shall not contribute to it. All coverage for subconsultants shall be subject
to all of the requirements stated herein, except as provided in Exhibit "D," which is
attached hereto and incorporated herein for all intents and purposes.
13.3 The following insurance shall be required under this Agreement and shall meet or exceed
the minimum requirements set forth herein:
1. Commercial General Liability
■ General Aggregate: $2,000,000
■ Per Occurrence: $1,000,000
■ Coverage shall be broad form CGL.
■ No coverage shall be deleted from standard policy without notification of
individual exclusions being attached for review and acceptance.
■ Waiver of Subrogation required.
2. Business Automobile Policy
■ Combined Single Limits: $1,000,000
■ Coverage for "Any Auto"
■ Waiver of Subrogation required.
3. Errors & Omissions (E&O)
■ Limit: $500,000
■ Claims -made form is acceptable.
4. Workers' Compensation
■ Statutory Limits
■ Employer's Liability $500,000
Consulting Services Agreement Page 7
■ Waiver of Subrogation required.
13.4 Prior to any work being performed on the site, the Consultant shall file with the City
valid Certificates of Insurance and endorsements acceptable to the City. Such
Certificates shall contain a provision that coverage afforded under the policies will not be
canceled, suspended, voided, or reduced until at least thirty (30) days' prior written notice
has been given to the City via certified mail, return receipt requested.
13.5 The Consultant shall also file with the City valid Certificates of Insurance covering all
subconsultants.
13.6 The following are general requirements applicable to all policies:
13.7
➢ AM Best Rating of A-; VII or better.
➢ Insurance carriers licensed and admitted to do business in the State of Texas will be
accepted.
➢ Liability policies must be on occurrence form. Errors and Omissions can be on
claims -made form.
➢ 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.
➢ The City, its officers, agents and employees are to be added as Additional Insureds to
all liability policies, with the exception of the Errors and Omissions Policy required
herein.
➢ Upon request of and without cost to City of Baytown, certified copies of all insurance
policies and/or certificates of insurance shall be furnished to City of Baytown's
representative. Certificates of insurance showing evidence of insurance coverage
shall be provided to the City's representative prior to any work being performed at the
site.
➢ Upon request and without cost to the City, certified copies of all insurance policies
and/or certificates of insurance shall be furnished to the City.
➢ Upon request of and without cost to City of Baytown, loss runs (claims listing) of any
and/or all insurance coverage shall be furnished to City of Baytown's representative.
CONSULTANT AGREES TO AND SHALL INDEMNIFY AND
HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,
AGENTS, AND EMPLOYEES (HEREAFTER REFERRED TO AS
"CITY") FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES,
DAMAGES, CAUSES OF ACTION, SUITS AND LIABILITY OF
EVERY KIND, INCLUDING ALL EXPENSES OF LITIGATION,
COURT COSTS, AND ATTORNEY'S FEES, FOR INJURY TO OR
DEATH OF ANY PERSON, FOR DAMAGE TO ANY PROPERTY
OR FOR ANY BREACH OF CONTRACT TO THE EXTENT
Consulting Services Agreement Page 8
ARISING OUT OF OR IN CONNECTION WITH AN ACT OF
NEGLIGENCE, INTENTIONAL TORT, INTELLECTUAL
PROPERTY INFRINGEMENT, OR FAILURE TO PAY A
SUBCONTRACTOR OR SUPPLIER COMMITTED BY THE
CONSULTANT OR THE CONSULTANT'S AGENT, CONSULTANT
UNDER CONTRACT, OR ANOTHER ENTITY OVER WHICH THE
CONSULTANT EXERCISES CONTROL (COLLECTIVELY
CONSULTANT'S PARTIES). IT IS THE EXPRESSED INTENTION
OF THE PARTIES HERETO, BOTH CONSULTANT AND CITY,
THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH
IS INDEMNITY BY CONSULTANT TO INDEMNIFY AND
PROTECT CITY FROM THE CONSEQUENCES OF
CONSULTANT'S PARTIES' OWN WILLFUL MISCONDUCT,
JOINT OR SOLE NEGLIGENCE AS WELL AS THE
CONSULTANT'S PARTIES' INTENTIONAL TORTS,
INTELLECTUAL PROPERTY INFRINGEMENTS, AND
FAILURES TO MAKE PAYMENTS ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT. SUCH INDEMNITY
SHALL NOT APPLY, HOWEVER, TO LIABILITY ARISING
FROM THE PERSONAL INJURY, DEATH, OR PROPERTY
DAMAGE OF PERSONS THAT IS CAUSED BY OR RESULTS
FROM THE NEGLIGENCE OF ANY PERSON OTHER THAN THE
CONSULTANT'S PARTIES. IN THE EVENT THAT ANY ACTION
OR PROCEEDING IS BROUGHT AGAINST THE CITY FROM
WHICH THE CITY IS INDEMNIFIED, CONSULTANT FURTHER
AGREES AND COVENANTS TO DEFEND THE ACTION OR
PROCEEDING BY LEGAL COUNSEL ACCEPTABLE TO THE
CITY.
The indemnity provided hereinabove shall survive the termination and/or expiration of
this Agreement.
13.8 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 Agreement 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. The Consultant 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
Consulting Services Agreement Page 9
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 the
Consultant's work to be performed hereunder. This release shall apply with respect
to the Consultant's work regardless of whether said claims, demands, and causes of
action are covered in whole or in part by insurance.
ARTICLE XIV.
Miscellaneous Provisions
14.1 Neither the City nor Consultant shall be required to perform any term, condition or
covenant of this Agreement while such performance is delayed or interrupted by acts of
God, material or labor restrictions by any governmental authority, civil riot, flood, fire,
hurricanes or other natural disasters, any other cause not within the control of the City or
Consultant that by the exercise of due diligence the City or Consultant is unable wholly
or in part to prevent or overcome and supersedes all prior agreements and understandings
between City and Consultant concerning the subject matter of this Agreement. Any such
delay in performance shall be excused only for the same amount of time as the
occurrence giving rise to the delay shall have lasted or such period of time as is
reasonably necessary after such occurrence abates for the effects thereof to have
dissipated as determined in the sole discretion of the City.
14.2 This Agreement constitutes the entire agreement between the City and Consultant. No
agreements, amendments, modifications, implied or otherwise, shall be binding on any of
the parties unless set forth in writing and signed by both parties.
14.3 If one or more of the provisions of this Agreement or the application of any provision to
any party or circumstance is held invalid, unenforceable or illegal in any respect, the
remainder of this Agreement and the application of the provision to other parties or
circumstances shall remain valid and in full force and effect.
14.4 Any notice required to be given pursuant to the terms and provisions of this Agreement
shall be in writing and shall be mailed by certified or registered mail addressed as set
forth below or at such other address as may be specified by written notice.
CONSULTANT
Burditt Consult=V, LLC
Attn: ' iYC-It-ti
310 Longmire Road
Conroe, TX 77304
CITY
City of Baytown
Attn: City Manager
P -O. Box 424
Baytown, TX 77522
Consulting Services Agreement Page 10
14.5 The Consultant shall not assign any interest in this Agreement and shall not transfer any
interest in the same without the prior written consent of the City thereto.
14.6 The City and Consultant each bind itself and its successors, executors and administrators
and assigns of such other parties, in respect to all covenants of this Agreement. Nothing
herein shall be construed as creating any personal liability on the part of any officer,
board member, commissioner, employee or agent of the City.
14.7 The Consultant at such times and in such forms as the City may require, shall furnish the
City such periodic reports as it may request pertaining to the work or services undertaken
pursuant to this Agreement.
14.8 Each provision and clause required by law to be inserted into the Agreement shall be
deemed to be included herein, and this Agreement shall be read and enforced as though
each were included herein. If through mistake or otherwise any such provision is not
inserted or is not correctly inserted, the Agreement shall be amended to make such
insertion on application by either party.
14.9 The failure on the part of any party herein at any time to require the performance by the
other party of any portion of this Agreement shall not be deemed a waiver of or in any
way affect that party's rights to enforce such provision or another provision in the future.
Any waiver by any party herein of any provision hereof shall not be taken or held to be a
waiver of any other provision hereof or any other breach hereof. Furthermore, any
waiver by either party of a breach of any provision of this Agreement shall not constitute
a waiver of any subsequent breach of this Agreement.
14.10 Any and all representations and conditions made by the Consultant under this Agreement
are of the essence of this Agreement and shall survive the execution, delivery and
termination of it, and all statements contained in any documents required by the City,
whether delivered at the time of execution or at a later date, shall constitute
representations hereunder.
14.11 In the event of default by any party herein, all other parties shall have all rights and
remedies afforded to it at law or in equity to recover damages and to interpret or enforce
the terms of this Agreement. The exercise of any one right or remedy shall be without
prejudice to the enforcement of any other right or remedy allowed at law or in equity.
14.12 This Agreement shall be construed in accordance with the laws of the State of Texas.
This Agreement is performed in Harris County, Texas, and is subject to all applicable
Federal and State laws, statutes, codes, and any applicable permits, ordinances, rules,
orders and regulations of any local, state or federal government authority having or
asserting jurisdiction.
14.13 In the performance of this Agreement, the Consultant will not discriminate against any
employee or applicant for employment because of race, color, religion, age, sex or
Consulting Services Agreement. Page 11
national origin. The Consultant will, in all solicitations or advertisements for employees
placed by or on behalf of it, state that it is an equal opportunity employer.
14.14 Notwithstanding anything to the contrary contained in this Agreement, the City and the
Consultant hereby agree that no claim or dispute between the City and the Consultant
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, the Consultant consents to be
joined in the arbitration proceeding if the Consultant's presence is required or requested
by the City for complete relief to be recorded in the arbitration proceeding.
14.15 Two copies of this Agreement are executed; each shall be deemed an original.
14.16 The parties acknowledge that they have read, understand and intend to be bound by the
terms and conditions of this Agreement.
14.17 The article and/or section headings are used in this Agreement for convenience and
reference purposes only and are not intended to define, limit or describe the scope or
intent of any provision of this Agreement and shall have no meaning or effect upon its
interpretation.
14.18 Words of any gender used in this Agreement shall be held and construed to include any
other gender, and words in the singular number shall be held to include the plural, and
vice versa, unless context requires otherwise.
14.19 The officers executing this Agreement on behalf of the parties hereby confirm that such
officers have full authority to execute this Agreement and to bind the party he:'she
represents.
IN WITNESS HEREOF, the parties have executed this agreement in duplicate originals
at Baytown, Harris County, Texas.
ACID RAMIREZ, SR -611y Attorney
Consulting Services Agreement Page 12
CITY OF BAYTOWN
**R
RIC S, City Manager
BURDITT CONSULTANTS, LLC
Signature
Printed Name
Title
STATE OF TEXAS §
COUNTY OF HARRIS §
Before me,EQ 1.1 , the undersi notary public, on this day
personally appeared ed . the of Burditt
Consultants, LLC, on behalf of such limited liability company
known to 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}
(check one)
to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me
that he/she executed that instrument for the purposes and consideration therein expressed.
Given under my hand and seal of office this !EV'n, day of )I jne_ 12018.
No Pub ' m d fo the State of
Tex
My commission expires:
\cobfs0l,legal\Karen\Files\Engineering\Engineering Agreements\Burditt\Market Street Master Planfonsulting Services Agreement.doc
Consulting Services Agreement Page 13
Exhibit "A"
Scope of Work
SCOPE OF WORK
The Consultant shall perform planning, design, and development services for the redevelopment
and beautification of the Market Street Corridor Study, which study shall:
➢ identify opportunities for projects that would draw new investment, users, and visitors to
the corridor (including small and large-scale development);
➢ identify a way to increase pedestrian mobility along the corridor;
➢ repurpose all unused railroad rights-of-way along the corridor;
➢ garner strong citizen participation throughout the development of the study;
➢ develop a Capital Improvement Plan for the planning area;
➢ identify beautification opportunities along the corridor;
➢ use public engagement strategies to maximize public involvement; and
➢ produce an action plan for implementation.
TASKS
In completing the Scope of Work, the Consultant shall perform the following tasks:
Task 1— Project Initiation and Inventory
Activities:
➢ Establish project understanding and objectives with City's Project Manager and the
Consultant's team;
➢ Define objectives;
➢ Confirm schedule;
➢ Identify all team members (including City staff, officials, administration, boards,
committees and stakeholders) and roles;
➢ Identify decision makers, milestones and target deliverables;
➢ Identify base information to be examined by team and arrange with staff to obtain;
➢ Identify critical community information to identify relevant issues that affect the
physical planning for the project (including clearly defining the project study area,
relevant planning documents, codes and ordinances);
➢ Review and analyze the City's existing codes, Comprehensive Plan, and zoning
regulations;
➢ Compile planning and design criteria critical to the development of the Master Plan;
and
➢ Inventory existing City -owned properties and those of other entities -- public and
private.
Exhibit "A." Page 1
Key Deliverables:
➢ Project Kickoff Meeting,
➢ Identification of Data Required to Develop Study, and
➢ Launch Online Survey.
Task 2 Corridor Site Assessment and Qpporturifty Analysis
Activities:
➢ Perform existing land use analysis within the study area;
➢ Study bike/pedestrian mobility and trail connection opportunities within the study
area;
➢ Identify underutilized properties and opportunities for open -space enhancement,
beautification, gateway opportunities and streetscape opportunities within the study
area;
➢ Develop preliminary conceptual streetscape design;
➢ Develop preliminary conceptual abandoned rail right-of-way redevelopment design;
➢ Develop preliminary conceptual wayfinding design;
➢ Develop preliminary conceptual trail design;
➢ Develop opportunity analysis graphic illustrating opportunities for beautification,
streetscape, gateways, bike/pedestrian facility, trails, and open -space development;
➢ Develop preliminary opinion of probable cost for design elements (wayfmding,
streetscapes, bike/pedestrian facilities); and
➢ Prepare materials for targeted stakeholder meeting.
Key Deliverables:
➢ Targeted Stakeholder Meeting #1 and
➢ Corridor Site Assessment and Opportunity Analysis Diagram.
Task 3 Marketing and Economic Development Opportunities and Challenges Analysis and
Existing Conditions Assessment
Activities:
➢ Perform marketing and economic development opportunities and challenges
analysis with the study area;
➢ Identify highest and best use for underutilized properties, opportunities for land
acquisition, and opportunities for redevelopment within the study area;
➢ Study existing economic development policies and strategies to evaluate
opportunities to modify in order to realize economic development goals within the
study area;
➢ Study existing land use policy to identify opportunities to modify, in order to realize
beautification and character preservation goals within the study area;
➢ Prepare materials for targeted stakeholder meeting; and
➢ Research economic development financing tools, which could be used to fund
infrastructure improvements within the corridor.
Exhibit "A." Page 2
Key Deliverables:
➢ Walking Audit,
➢ Marketing and Economic Development Opportunities and Challenges Analysis, and
➢ Existing Conditions Assessment.
Task 4 Final Conceptual Streetscape Design and Initial Budget
Activities:
➢ Based on feedback from the targeted stakeholder meetings, revise conceptual
designs for typical street sections, trail connections, wayfinding/gateway
enhancements, public space beautification and bike/pedestrian facility development;
➢ Develop an initial budget;
➢ Prepare all materials for Town Hall Meeting to present ideas and gather feedback
from the public on preferences and priority locations for enhancements;
➢ Assess public on types of financing for associated improvements; and
➢ Analyze and present information from the online survey at the Town Hall Meeting.
Key Deliverables:
➢ Town Hall Meeting,
➢ Final Conceptual Streetscape Design, and
➢ Initial Budget.
TASK 5 Draft Capital improvements Plan and OPC
Activities:
➢ Based on feedback from the town hall meeting, revise conceptual designs (if
necessary) for typical street sections, trail connections, wayfinding/gateway
enhancements, public space beautification and bike/pedestrian facility development;
➢ Based on feedback from the town hall meeting, develop a draft CIP which
prioritizes projects identified in the study area;
➢ Develop an opinion of probable cost associated with the priority projects;
➢ Prepare Draft CIP and OPC to present to staff for feedback, in preparation for the
Targeted Stakeholder Meeting #2; and
➢ Analyze and present information from the online survey and town hall meeting to
the Staff and Targeted Stakeholders.
Key Deliverables:
➢ Targeted Stakeholder Meeting #2 and
➢ Draft CIP and OPC.
Exhibit "A." Page 3
Task 6 — Final Capital Improvements Plan. OPC and Draft Study Area Report
Activities:
➢ Based on feedback from the staff and targeting stakeholders, finalize conceptual
designs (if necessary) for typical street sections, trail connections,
wayfinding/gateway enhancements, public space beautification and bike/pedestrian
facility development;
➢ Based on feedback from the staff and targeted stakeholders, develop a final CIP
which prioritizes projects identified in the study area;
➢ Develop a final opinion of probable cost associated with the priority projects;
➢ Prepare Final CIP, OPC and draft study area report to present to staff for feedback,
in preparation for the presentation to the City Council; and
➢ Analyze and present information from the online survey and town hall meeting to
the Staff and Targeted Stakeholders.
Key Deliverable:
➢ Final CIP, OPC and Draft Study Area Report.
Task 7 Final Capital Improvements Plan, OPC, and Final Study Area Report Presentation to
Council
Activities:
➢ Based on feedback from the staff and targeting stakeholders, edit the Final CIP,
OPC and Study Area Report; and
➢ Prepare presentation of final CIP, OPC and study area report to present to City
Council.
Key Deliverables:
➢ Final CIP, OPC and Study Area Report.
Exhibit "A." Page 4
Exhibit "B"
Schedule
Task 1. Project Initiation and Invento
Kickoff Meeting
06/19/2018
Online Survey Launch/Project Press Release
06/22/2018
Task 2. Corridor Site Assessment and Opportunity Analysis
Corridor Site Assessment and Qpportunity OpportunityAnalysis Dia am
07/24/2018
Neighborhood Meetin #1 10:00-12:OOPM)
07/31/2018
Stakeholder Meeting #1 2:00-4:OOPM
07/31/2018
Town Hall Meeting #1 5:30-7:02PM
08/07/2018
Task 3. Marketing and Economic Development Opportunities and Challenges Analysis and Existing
Conditions Assessment
Walking Audit
08/07 (AM)
or
08/11 AM)
Marketing and Economic Development Opportunities and
Challenges Analysis
08/17/2018
Existing Conditions Assessment
08/31/2018
Task 4. Final Conc tual Streetsca a D!Lfp and Initial Budget
Final Conceptual Streetsca a Design and Budget
09/07/2018
Draft Report CIP/OPC
09/14/2018
Task 5. Draft Ca ital ITprovements Plan and OPC
Neighborhood Meetin #2 10:00-12:OOPM)
09/18/2018
Stakeholder Meeting #2
09/18/2018
Draft Report (Staff)
11/09/2018
Task 6. FinalCa ital Improvements Plan OPC and Draft Stud Area Report
Final Report(Staff)
11/30'2018
Task 7. Final Capital Improvements Plan, OPC, and Final Study Area Report Presentation to
Council
Final Report Council Presentation) 1
12 13 2018
Exhibit "B." Page Solo
Exhibit "C"
Fee Schedule
Consultant will perform the services outlined in Exhibit "A" on a time and materials basis at a
cost not to exceed SIXTY-ONE THOUSAND AND NO 100 DOLLARS ($61,000.00), including
printing of draft and final reports and subconsultant expenses. Fees for services will be billed on
a monthly basis, based on the percentage of work completed for each Task. The maximum fee
for each Task is as follows:
1-2
Project Initiation and Inventory, Corridor Site Assessment and Opportunity
Analysis
$ 18,500.00
3
Marketing and Economic Development Opportunities and Challenges Analysis
and Existing Conditions Assessment
$ 5,400.00
4-5
Final Conceptual Streetscape Design and Draft Capital Improvements Plan and
OPC
$ 25,000.00
6-7
Final Capital Improvements PlanOPC and Study Area Report Presentation
$ 12,100.00
Total
$ 61000.00
Rate Schedule
Classification Hourly Rate
Principal
$170
Senior Project Manager
$150
Project Architect
$135
Project Landscape Architect
$135
Senior Planner
$135
Wetland Scientist
$135
Senior Urban Forester
$125
Natural Resource Planner
$125
Geographic Information Systems (GIS) Planner
$125
Natural Resource Planner
$110
Architecture Sr. Associate
$110
Licensed Irrigator
$110
Landscape Architect Associate
$100
CAD Designer II
$ g0
CAD Designer 1
$ 70
Administrative Assistant II
$ 70
Administrative Assistant 1
$ 55
Project -Related Expenses:
Project -related expenses shall include mileage, photography, color renderings, travel -related
expenses, delivery charges, and mailing charges related to the citizen survey. Such expenses are
included in the totals shown hereinabove. Printing is included for the number of report copies
shown in Exhibit "A." Project -related expenses, with the exception of mileage, travel and
Exhibit "C." Page 1
printing costs, will be billed at 1.1 times the direct cost incurred to cover accounting and
processing costs. For any and all project -related expenses beyond those contemplated in Exhibit
"A," the Consultant must obtain the City's prior written approval before incurring the same.
Should Consultant fail to obtain such approval, the City shall not be liable for such expenses.
Electronic files will be provided to the City of Baytown for electronic transmission of the report
or for the printing of additional draft or final copies.
Exhibit "C." Page 2