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Ordinance No. 13,906ORDINANCE NO. 13,906 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS, AUTHORIZING A PROFESSIONAL SERVICES AGREEMENT WITH KIMLEY- HORN AND ASSOCIATES, INC., FOR PRELIMINARY DESIGN SERVICES ASSOCIATED WITH THE GARTH ROAD WIDENING PROJECT; AUTHORIZING PAYMENT BY THE CITY OF BAYTOWN IN AN AMOUNT NOT TO EXCEED SEVEN HUNDRED FIFTEEN THOUSAND EIGHTY-THREE AND NO,100 DOLLARS ($715,083.00); MAKING OTHER PROVISIONS RELATED THERETO; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. ************************************************************************************* BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS: Section 1: That the City Council of the City of Baytown, Texas, hereby authorizes and directs the City Manager to execute and the City Clerk to attest to a Professional Services Agreement with Kimley-Horn and Associates, Inc., for preliminary design services associated with the Garth Road Widening Project. A copy of said agreement is attached hereto as Exhibit "A" and incorporated herein for all intents and purposes. Section 2: That the City Council of the City of Baytown authorizes payment to Kimley- Horn and Associates, Inc., in an amount not to exceed SEVEN HUNDRED FIFTEEN THOUSAND EIGHTY-THREE AND N0/100 DOLLARS ($715,083.00) for professional services in accordance with the agreement authorized in Section 1 hereinabove. Section 3: That the City Manager is hereby granted general authority to approve a decrease or an increase in costs by FIFTY THOUSAND AND N0/100 DOLLARS ($50,000.00) or less, provided that the amount authorized in Section 2 hereof may not be increased by more than twenty-five percent (25%). Section 4: This ordinance shall take effect immediately6m and after its passage by the City Council of the City of Baytown. INTRODUCED, READ and PASSED by the affirmative of of the City Council of the City of Baytown this the 25`h day of October, 2018. S EPHEN H. DONCARLO Mayor A T: LE ICIA BRYSCH, City CleW c/ Vis APPROVED AS TO FORM: 0333 *AC421RAMIREZ, SR., Ci ttorney 1lcobfs0111egal\KarentFileslCity Council.Ordinances\2018'•.October 25UCimleyHomAgreement4GarthRoadWideningProjectPreliminaryDesign.doc Exhibit "A" STANDARD FORM OF AGREEMENT BETWEEN OWNER AND ENGINEER FOR PROFESSIONAL SERVICES THIS AGREEMENT effective as of the day of , 2018 ("Effective Date"). Between City of Baytown ("OWNER") and Kimley-Horn and Associates, Inc. ("ENGINEER") OWNER intends to contract with ENGINEER for professional engineering services to provide preliminary engineering, environmental and diagrammatic concept plan services for the Garth Road Widening Project, which extends from IH -10 to SH 146 (the "Project"). More specifically, ENGINEER shall perform preliminary engineering to analyze alternatives ranging from No -Build to full depth pavement reconstruction and widening with median access management between IH -10 and Baker Road (Part 1), and No -Build and full depth pavement reconstruction with median access management (no anticipated roadway widening) from Baker Road to SH -146 (Part 2). Once a proposed alternative is agreed upon by the OWNER and Texas Department of Transportation ("TxDOT"), the ENGINEER shall prepare a diagrammatic concept plan of the entire alignment (both Part 1 and Part 2). The scope of work will include roadway, bicycle and pedestrian facilities, medians and access management, driveway consolidation, intersection and signal improvements, street lighting, conceptual drainage design, drainage improvements, landscaping and irrigation, franchise utility coordination, public utility improvements, environmental services, and proposed ROW coordination. The OWNER also intends to relocate all overhead franchise utilities underground as part of the resulting construction project. As part of this preliminary phase of the project, the ENGINEER will coordinate with the impacted private utilities and reflect the relocation costs in the provided ENGINEER's Opinion of Probable Construction Cost. Additionally, to relocate all overhead utilities underground, ENGINEER will coordinate with the impacted utilities and reflect the relocation costs in the provided ENGINEER's Opinion of Probable Construction Cost. OWNER and ENGINEER in consideration of their mutual covenants as set forth herein agree as follows. Standard Form of Agreement Between Owner and Engineer for Professional Services Page 1 of 12 TABLE OF CONTENTS Page ARTICLE 1 - SERVICES OF ENGINEER..................................................................... 3 1.01 Scope............................................................................................................. 3 ARTICLE 2 - OWNER'S RESPONSIBILITIES............................................................... 3 2.01 General....................................................................................................................... 3 ARTICLE 3 - TIMES FOR RENDERING SERVICES........................................................................ 3 ......................... . 3.01 General............................................................................................................................................................... 3 3.02 Suspension.......................................................................................................... 3 ................................... ARTICLE 4 - PAYMENTS TO ENGINEER........................................................................ 3 ....................................... 4.01 Methods of Payment for Services and Reimbursable Expenses of ENGINEER ............................................. 3 4.02 Other Provisions Concerning Payments............................................................................................................ 3 ARTICLE5 - OPINIONS OF COST................................................................................................................................... 4 5.01 Opinions of Probable Construction Cost.......................................................................................................... 4 5.02 Designing to Construction Cost Limit.............................................................................................................. 4 5.03 Opinions of Total Project Costs....................................................................................................................... 4 ARTICLE 6 - GENERAL CONSIDERATIONS................................................................................................................. 4 6.01 Standards of Performance................................................................................................................................. 4 6.02 Authorized Project Representatives.................................................................................................................. 5 6.03 Design without Construction Phase Services.................................................................................................... 5 6.04 Use of Documents............................................................................................................................................. 6 6.05 Insurance............................................................................................................................................................ 6 6.06 Termination....................................................................................................................................................... 6 6.07 Controlling Law................................................................................................................................................. 7 6.08 Successors, Assigns, and Beneficiaries............................................................................................................. 7 6.09 Dispute Resolution............................................................................................................................................ 7 6.10 Hazardous Environmental Condition................................................................................................................ 7 6.11 Allocation of Risks............................................................................................................................................ 8 6.12 Notices............................................................................................................................................................... 8 6.13 Survival.............................................................................................................................................................. 8 6.14 Severability........................................................................................................................................................ 8 6.15 Waiver............................................................................................................................................................... 8 6.16 Headings............................................................................................................................................................ 8 ARTICLE7 - DEFINITIONS.............................................................................................................................................. 8 7.01 Defined Terms.................................................................................................................................................. 8 ARTICLE 8 - EXHIBITS AND SPECIAL PROVISIONS............................................................................................... 11 8.01 Exhibits Included............................................................................................................................................. 11 8.02 Total Agreement.............................................................................................................................................. 11 Standard Form of Agreement Between Owner and Engineer for Professional Services Page 2 of 12 ARTICLE 1- SERVICES OF ENGINEER 1.01 Scope A. ENGINEER shall provide the Basic and Additional Services set forth herein and in Exhibit A. B. (Modified). Upon issuance of a notice to proceed by the OWNER, ENGINEER is authorized to begin Basic Services as set forth in Exhibit A. C. (Deleted). ARTICLE 2 - OWNER'S RESPONSIBILITIES 2.01 General A. OWNER shall have the responsibilities set forth herein and in Exhibit B. ARTICLE 3 - TIMES FOR RENDERING SERVICES 3.01 General A. (Modified). ENGINEER's services and compensation under this Agreement have been agreed to for the services specified in Exhibit A. ENGINEER's obligation to render services hereunder will be for whatever period necessary for the final completion of said services. B. (Deleted).. C. (Modified). For purposes of this Agreement the term "day" means a calendar day of 24 hours. 3.02 Suspension A. (Deleted). B. (Modified). If ENGINEER's services are suspended by OWNER, ENGINEER may be entitled to equitable adjustment of rates and amounts of compensation provided for elsewhere in this Agreement to reflect, reasonable costs incurred by ENGINEER in connection with such suspension and reactivation and the fact that the time for performance under this Agreement has been revised, unless such delay or suspension is caused in whole or in part by the ENGINEER, its officers, agents, or employees. If ENGINEER causes or contributes to the delay or suspension, ENGINEER shall have no right to seek additional compensation. ARTICLE 4 - PAYMENTS TO ENGINEER 4.01 Methods of Payment for Services and Reimbursable Expenses of ENGINEER A. For Basic Services. OWNER shall pay ENGINEER for Basic Services performed or furnished under Exhibit A, Part 1, as set forth in Exhibit C. B. For Additional Services. OWNER shall pay ENGINEER for Additional Services performed or furnished under Exhibit A, Part 2, as set forth in Exhibit C. C. (Modified). For Reimbursable Expenses. In addition to payments provided for in paragraphs 4.0I.A and 4.01.13, OWNER shall pay ENGINEER for Reimbursable Expenses incurred by ENGINEER and ENGINEER's Consultants as set forth in Exhibit C. However, all expenses associated with meals and lodging must be approved in writing by OWNER prior to ENGINEER incurring any expense associated therewith; otherwise, the parties hereto agree and understand that OWNER shall not be liable and ENGINEER shall not make a claim against OWNER for any such expenses. 4.02 Other Provisions Concerning Payments A. Preparation of Invoices. Invoices will be prepared in accordance with OWNER's standard processing practices and will be submitted to OWNER monthly by ENGINEER, unless otherwise agreed. ENGINEER shall supply detailed back-up information along with each invoice in order for the OWNER to effectively evaluate the fees and charges. The amount billed in each invoice will be calculated as set forth in Exhibit C. Invoices shall be received by the OWNER not later than sixty calendar (60) days from the date the ENGINEER and/or its subconsultants perform the services or incur the expense. Failure by ENGINEER to comply with the requirements herein in a timely manner with this requirement shall result in the ENGINEER'S invoice being denied. B. (Modified). Payment of Invoices. Invoices are due and payable within 30 calendar days after the receipt of the invoice and the necessary backup information. If OWNER fails to make any payment due ENGINEER for services and expenses within 30 calendar days after receipt of ENGINEER's invoice and the required backup documentation therefor, the amounts due ENGINEER will accrue interest at the rate set forth in Section 2251.025 of the Texas Government Code (or the maximum rate of interest permitted by law, if less) after the 30th calendar day. ENGINEER may after giving seven calendar days' written notice to OWNER Standard Form of Agreement Between Owner and Engineer for Professional Services Page 3 of 12 suspend services under this Agreement until ENGINEER has been paid in full all amounts due for services, expenses, and other related charges. However, it is expressly understood and agreed that ENGINEER will not charge any interest or penalty as set forth herein on any portion of an invoice that is disputed and/or withheld in accordance with paragraph 4.02 and that ENGINEER will not suspend services under the agreement on account of a disputed invoice or on account of monies withheld. All payments will be credited first to principal and then to interest. C. Disputed Invoices. In the event of a disputed or contested invoice, only that portion so contested may be withheld from payment, and the undisputed portion will be paid. D. Payments Upon Termination. In the event of any termination under section 6.06, ENGINEER will be entitled to invoice OWNER and will be paid in accordance with Exhibit C for all services performed or furnished and all Reimbursable Expenses incurred through the effective date of termination provided all instruments of service have been tendered to the OWNER. 2. (Deleted). E. (Modified). Records of ENGINEER's Costs. Records of ENGINEER's costs pertinent to ENGINEER's compensation under this Agreement shall be kept in accordance with generally accepted accounting practices. Copies of such records will be made available to OWNER upon request at no cost to OWNER. F. Legislative Actions. In the event of legislative actions after the Effective Date of the Agreement by any level of government that impose taxes, fees, or costs on ENGINEER's services or other costs in connection with this Project or compensation therefor, such new taxes, fees, or costs shall be invoiced to and paid by OWNER as a Reimbursable Expense to which a Factor of 1.0 shall be applied. Should such taxes, fees, or costs be imposed, they shall be in addition to ENGINEER's estimated total compensation. G. (Added). Indebtedness. If ENGINEER, at any time during the 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 OWNER's Director of Finance in writing. If the OWNER's Director of Finance becomes aware that the ENGINEER has incurred a debt, the OWNER's Director of Finance shall immediately notify the ENGINEER in writing. If the ENGINEER does not pay the debt within 30 days of either such notification, the OWNER's Director of Finance may deduct fiords in an amount equal to the debt from any payments owed to the ENGINEER under this Agreement, and the ENGINEER waives any recourse therefor. ARTICLE 5 - OPINIONS OF COST 5.01 Opinions of Probable Construction Cost A. ENGINEER's opinions of probable Construction Cost provided for herein are to be made on the basis of ENGINEER's experience and qualifications and represent ENGINEER's best judgment as an experienced and qualified professional generally familiar with the industry. However, since ENGINEER has no control over the cost of labor, materials, equipment, or services furnished by others, or over the Contractor's methods of determining prices, or over competitive bidding or market conditions, ENGINEER cannot and does not guarantee that proposals, bids, or actual Construction Cost will not vary from opinions of probable Construction Cost prepared by ENGINEER. If OWNER wishes greater assurance as to probable Construction Cost, OWNER shall employ an independent cost estimator as provided in Exhibit B. 5.02 Designing to Construction Cost Limit A. (Deleted).. 5.03 Opinions of Total Project Costs A. (Deleted). ARTICLE 6 - GENERAL CONSIDERATIONS 6.01 Standards of Performance A. (Modified). The standard of care for all professional engineering and related services performed or furnished by ENGINEER under this Agreement will be the care and skill ordinarily used by persons performing the applicable disciplines, including, but not limited to, surveyors and professional engineers, practicing under similar circumstances at the same time and in the same locality. B. (Modified). All professionals performing services under this Agreement shall be responsible for the technical accuracy of their services, and OWNER shall not be responsible for discovering deficiencies therein. ENGINEER shall correct such deficiencies without additional compensation except to the extent such action is directly attributable to deficiencies in OWNER -furnished information Standard Form of Agreement Between Owner and Engineer for Professional Services Page 4 of 12 upon which ENGINEER is authorized to rely as provided in Section 6.0I.E. C. ENGINEER shall perform or furnish professional engineering and related services in all phases of the Project to which this Agreement applies. ENGINEER shall serve as OWNER's prime professional for the Project. Such professionals shall be appropriately licensed and/or registered to practice in the State of Texas. ENGINEER may employ such ENGINEER's Consultants as ENGINEER deems necessary to assist in the performance or furnishing of the services. ENGINEER shall not be required to employ any ENGINEER's Consultant unacceptable to ENGINEER. D. ENGINEER and OWNER shall comply with applicable Laws or Regulations and OWNER -mandated standards. This Agreement is based on these requirements as of its Effective Date. Changes to these requirements after the Effective Date of this Agreement may be the basis for modifications to OWNER's responsibilities or to ENGINEER's scope of services, times of performance, or compensation. E. (Modified). OWNER shall be responsible for, and ENGINEER may rely upon, the accuracy and completeness of all requirements, programs, instructions, reports, data, and other information furnished by OWNER to ENGINEER pursuant to this Agreement, unless expressly stated or communicated otherwise by OWNER. ENGINEER may use such requirements, reports, data, and information in performing or furnishing services under this Agreement. F. OWNER shall make decisions and carry out its other responsibilities in a timely manner and shall bear all costs incident thereto so as not to delay the services of ENGINEER. G. Prior to the commencement of the Construction Phase, OWNER shall notify ENGINEER of any variations from the language indicated in Exhibit E, "Notice of Acceptability of Work," or of any other notice or certification that ENGINEER will be requested to provide to OWNER or third parties in connection with the Project. OWNER and ENGINEER shall reach agreement on the terms of any such requested notice or certification, and OWNER shall authorize such Additional Services as are necessary to enable ENGINEER to provide the notices or certifications requested. H. (Modified). ENGINEER shall not be required to sign any documents, no matter by whom requested, that would result in ENGINEER's having to certify, guarantee or warrant the existence of conditions whose existence ENGINEER cannot ascertain; provided, that ENGINEER has exercised due diligence and was not otherwise required to certify, guarantee or warrant the existence of such conditions. 1. During the Construction Phase, ENGINEER shall not supervise, direct, or have control over Contractor's work, nor shall ENGINEER have authority over or responsibility for the means, methods, techniques, sequences, or procedures of construction selected by Contractor, for safety precautions and programs incident to the Contractor's work in progress, nor for any failure of Contractor to comply with Laws and Regulations applicable to Contractor's furnishing and performing the Work. J. (Modified). ENGINEER neither guarantees the performance of any Contractor nor assumes responsibility for any Contractor's failure to furnish and perform the Work in accordance with the Contract Documents. However, nothing contained in this paragraph shall be construed so as to absolve ENGINEER from liability for any such failure about which ENGINEER knew or should have known existed in the exercise of ENGINEER's services under this Agreement. K. (Modified). ENGINEER shall not be responsible for the acts or omissions of any Contractor(s), subcontractor or supplier, or of any of the Contractor's agents or employees or any other persons (except ENGINEER's own employees and its consultants for which it is legally liable) at the Site or otherwise furnishing or performing any of the Contractor's work; or for any decision made on interpretations or clarifications of the Contract Documents given by OWNER without consultation and advice of ENGINEER. L. (Modified). The General Conditions for any construction contract documents prepared hereunder are to be the Standard Form of Agreement between Owner and Contractor and as approved by OWNER in writing. 6.02 Authorized Project Representatives A. Contemporaneous with the execution of this Agreement, ENGINEER and OWNER shall designate specific individuals to act as ENGINEER's and OWNER's representatives with respect to the services to be performed or furnished by ENGINEER and responsibilities of OWNER under this Agreement. Such individuals shall have authority to transmit instructions, receive information, and render decisions relative to the Project on behalf of each respective party. 6.03 Design without Construction Phase Services (Deleted). Standard Form of Agreement Between Owner and Engineer for Professional Services Page 5 of 12 6.04 Use of Documents A. (Modified) Upon execution of this Agreement, the ENGINEER grants to the OWNER an ownership interest in the Instruments of Service. The ENGINEER shall obtain similar interests from the ENGINEER's consultants consistent with this Agreement. Within seven days of any termination or expiration of this Agreement, the ENGINEER shall be required to tender to OWNER all Instruments of Service; provided OWNER has paid all monies, excluding any disputed amount, due and owing to ENGINEER in accordance with this Agreement. With such ownership interest, it is expressly understood by the parties hereto that the OWNER may use the Instruments of Service for any purposes which the OWNER sees fit, including, but not limited to, subsequent construction, reconstruction, alteration, and/or repairs of the Project. As a condition to the OWNER's use of the Instruments of Service, the OWNER hereby expressly agrees to remove the ENGINEER's name and all references to the ENGINEER, and its consultants from the Documents. The OWNER hereby releases any and all claims which the OWNER could make arising out of or in connection with any reuse of the documents by the OWNER. This release of claims for the matters covered in this Paragraph 6.04.A shall be for the benefit of the ENGINEER, its officers, and employees and sub -consultants, as well as their successors and assigns. B. (Modified). Copies of OWNER -furnished data that may be relied upon by ENGINEER are limited to the printed copies that are delivered to ENGINEER pursuant to Exhibit B unless otherwise expressly stated or communicated by OWNER. Files in electronic media format of text, data, graphics, or of other types that are furnished by OWNER to ENGINEER are only for convenience of ENGINEER. Any conclusion or information obtained or derived from such electronic files will be at the user's sole risk. C. Copies of Documents that may be relied upon by OWNER are limited to the printed copies (also known as hard copies) that are signed or sealed by the appropriate professional. Files in electronic media format of text, data, graphics, or of other types that are furnished by ENGINEER to OWNER are only for convenience of OWNER. Any conclusion or information obtained or derived from such electronic files will be at the user's sole risk. D. Because data stored in electronic media format can deteriorate or be modified inadvertently or otherwise without authorization of the data's creator, the party receiving electronic files agrees that it will perform acceptance tests or procedures within 60 calendar days, after which the receiving party shall be deemed to have accepted the data thus transferred. The party delivering the electronic files will correct any errors detected within the 60 -day acceptance period. ENGINEER shall not be responsible to maintain documents stored in electronic media format after acceptance by OWNER- E. WNER E. When transferring documents in electronic media format, ENGINEER makes no representations as to long-term compatibility, usability, or readability of documents resulting from the use of software application packages, operating systems, or computer hardware differing from those used by ENGINEER at the beginning of this Project. F. (Modified). Any use of the Documents on any extension of the Project or on any other project shall be at OWNER's sole risk and OWNER hereby releases ENGINEER from any liability associated solely with the reuse of the Documents. G. If there is a discrepancy between the electronic files and the hard copies, the hard copies govern. H. Any verification or adaptation of the Documents for extensions of the Project or for any other project will entitle ENGINEER to further compensation at rates to be agreed upon by OWNER and ENGINEER. 6.05 Insurance A. ENGINEER shall procure and maintain insurance as set forth in Exhibit G, "Insurance." B. Not used. C. Not used. D. Not used. E. Not used. F. At any time, OWNER may request that ENGINEER, at OWNER's sole expense, provide additional insurance coverage, increased limits, or revised deductibles that are more protective than those specified in Exhibit G. If so requested by OWNER, with the concurrence of ENGINEER, and if commercially available, ENGINEER shall obtain and shall require ENGINEER's Consultants to obtain such additional insurance coverage, different limits, or revised deductibles for such periods of time as requested by OWNER, and Exhibit G will be supplemented to incorporate these requirements. 6.06 Termination Standard Form of Agreement Between Owner and Engineer for Professional Services Page 6 of 12 A. (Modified). The obligations hereunder may be terminated: 1. For cause, a. (Modified). By either party upon 30 calendar days written notice in the event of failure by the other party to perform in accordance with the terms hereof through no fault of the terminating party; or b. By ENGINEER upon seven calendar days' written notice if ENGINEER is being requested by OWNER to famish or perform services contrary to ENGINEER's responsibility as a licensed professional. c. Notwithstanding the foregoing, this Agreement will not terminate as a result of such substantial failure if the party receiving such notice begins, within seven calendar days of receipt of such notice, to correct its failure to perform and proceeds diligently to cure such failure within no more than 30 calendar days of receipt thereof; provided, however, that if and to the extent such substantial failure cannot be reasonably cured within such 30 calendar day period, and if such party has diligently attempted to cure the same and thereafter continues diligently to cure the same then the cure period provided for herein shall extend up to, but in no case more than 60 calendar days after the date of receipt of the notice. 2. For convenience by OWNER effective upon the receipt of notice by ENGINEER. B. Not used. 6.07 Controlling Law A. This Agreement is to be governed by the law of the state in which the Project is located. Venue for all purposes shall be in Hams County, Texas. 6.08 Successors, Assigns, and Beneficiaries A. OWNER and ENGINEER each is hereby bound and the partners, successors, executors, administrators and legal representatives of OWNER and ENGINEER (and to the extent permitted by paragraph 6.08.B the assigns of OWNER and ENGINEER) are hereby bound to the other party to this Agreement and to the partners, successors, executors, administrators and legal representatives (and said assigns) of such other party, in respect of all covenants, agreements and obligations of this Agreement. B. Neither OWNER nor ENGINEER may assign, sublet, or transfer any rights under or interest (including, but without limitation, moneys that are due or may become due) in this Agreement without the written consent of the other, except to the extent that any assignment, subletting, or transfer is mandated or restricted by law. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. C. Unless expressly provided otherwise in this Agreement: 1. Nothing in this Agreement shall be construed to create, impose, or give rise to any duty owed by OWNER or ENGINEER to any Contractor, Contractor's subcontractor, supplier, other individual or entity, or to any surety for or employee of any of them. 2. All duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of OWNER and ENGINEER and not for the benefit of any other party. The OWNER agrees that the substance of the provisions of this paragraph 6.08.0 shall appear in the Contract Documents. 6.09 Not Used. 6.10 Hazardous Environmental Condition A. OWNER represents to ENGINEER that to the best of its knowledge a Hazardous Environmental Condition does not exist. B. (Modified). OWNER has disclosed to the best of its knowledge and belief to ENGINEER the existence of all Asbestos, PCB's, Petroleum, Hazardous Waste, or Radioactive Material located at or near the Site, including type, quantity and location. C. (Modified). If a Hazardous Environmental Condition is encountered or alleged, ENGINEER shall have the obligation to notify OWNER on or before the next business day of the same. D. It is acknowledged by both parties that ENGINEER's scope of services does not include any services related to a Hazardous Environmental Condition. In the event ENGINEER or any other party encounters a Hazardous Environmental Condition, ENGINEER may, at its option and without liability for consequential or any other damages, suspend performance of services on the portion of the Project affected thereby until OWNER: (i) retains appropriate Standard Form of Agreement Between Owner and Engineer for Professional Services Page 7 of 12 specialist consultant(s) or contractor(s) to identify and, as appropriate, abate, remediate, or remove the Hazardous Environmental Condition; and (ii) warrants that the Site is in full compliance with applicable Laws and Regulations. E. OWNER acknowledges that ENGINEER is performing professional services for OWNER and that ENGINEER is not and shall not be required to become an "arranger," "operator," "generator," or "transporter" of hazardous substances, as defined in the Comprehensive Environmental Response, Compensation, and Liability Act of 1990 (CERCLA), which are or may be encountered at or near the Site in connection with ENGINEER's activities under this Agreement. F. If ENGINEER's services under this Agreement cannot be performed because of a Hazardous Environmental Condition, the existence of the condition shall justify ENGINEER's terminating this Agreement for cause on 30 calendar days' notice. 6.11 Allocation of Risks A. (Modified). Indemnification. See Exhibit K. B. (Added). Notwithstanding anything to the contrary contained in this Agreement, the OWNER and ENGINEER hereby agree that no claim or dispute between the OWNER and ENGINEER arising out of or relating to this Agreement shall be decided by any arbitration proceeding including, without limitation, any proceeding under the Federal Arbitration Act (9 U.S.C. Sections 1-14), or any applicable State arbitration statute, including, but not limited to, the Texas General Arbitration Act, provided that in the event that the OWNER is subjected to an arbitration proceeding notwithstanding this provision, ENGINEER consents to be joined in the arbitration proceeding if ENGINEER'S presence is required or requested by the OWNER for complete relief to be recorded in the arbitration proceeding. 6.12 Notices A. (Modified). Any notice required under this Agreement will be in writing, addressed to the appropriate party at its address on the signature page and given personally, or by registered or certified mail postage prepaid, or by a commercial courier service. Additionally, notices may be given via facsimile or by electronic mail if such notice is also given personally, or by registered or certified mail or by a commercial courier service. All notices shall be effective upon the date of receipt. 6.13 Survival A. (Modified). All express representations, indemnifications, and limitations of liability included in this Agreement will survive its completion or termination for any reason. 6.14 Severability A. Any provision or part of the Agreement held to be void or unenforceable under any Laws or Regulations shall be deemed stricken, and all remaining provisions shall continue to be valid and binding upon OWNER and ENGINEER, who agree that the Agreement shall be reformed to replace such stricken provision or part thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision. 6.15 Waiver A. Non -enforcement of any provision by either party shall not constitute a waiver of that provision, nor shall it affect the enforceability of that provision or of the remainder of this Agreement. 6.16 Headings A. The headings used in this Agreement are for general reference only and do not have special significance. ARTICLE 7 - DEFINITIONS 7.01 Defined Terms A. Wherever used in this Agreement (including the Exhibits hereto) and printed with initial or all capital letters, the terms listed below have the meanings indicated, which are applicable to both the singular and plural thereof: 1. Addenda --Written or graphic instruments issued prior to the opening of Bids which clarify, correct, or change the Bidding Documents. 2. Additional Services—The services to be performed for or furnished to OWNER by ENGINEER in accordance with Exhibit A, Part 2 of this Agreement. 3. Agreement—This "Standard Form of Agreement between OWNER and ENGINEER for Professional Services," including those Exhibits listed in Article 8 hereof. 4. Application for Payment --The form acceptable to ENGINEER which is to be used by Contractor in requesting progress or final payments for the completion of its Work and Standard Form of Agreement Between Owner and Engineer for Professional Services Page 8 of 12 which is to be accompanied by such supporting documentation as is required by the Contract Documents 5. Asbestos --Any material that contains more than one percent asbestos and is friable or is releasing asbestos fibers into the air above current action levels established by the United States Occupational Safety and Health Administration. 6. Basic Services --The services to be performed for or furnished to OWNER by ENGINEER in accordance with Exhibit A, Part 1, of this Agreement. 7. Bid—The offer or proposal of the bidder submitted on the prescribed form setting forth the prices for the Work to be performed. 8. Bidding Documents --The advertisement or invitation to Bid, instructions to bidders, the Bid form and attachments, the Bid bond, if any, the proposed Contract Documents, and all Addenda, if any. 9. Change Order --A document recommended by ENGINEER, which is signed by Contractor and OWNER to authorize an addition, deletion or revision in the Work, or an adjustment in the Contract Price or the Contract Times, issued on or after the Effective Date of the Construction Agreement. 10. Constniction Agreement --The written instrument which is evidence of the agreement, contained in the Contract Documents, between OWNER and Contractor covering the Work. 11. Constniction Contract --The entire and integrated written agreement between the OWNER and Contractor concerning the Work. 12. Constniction Cost --The cost to OWNER of those portions of the entire Project designed or specified by ENGINEER. Construction Cost does not include costs of services of ENGINEER or other design professionals and consultants, cost of land, rights-of-way, or compensation for damages to properties, or OWNER's costs for legal, accounting, insurance counseling or auditing services, or interest and financing charges incurred in connection with the Project, or the cost of other services to be provided by others to OWNER pursuant to Exhibit B of this Agreement. Construction Cost is one of the items comprising Total Project Costs. 13. (Modified). Contract Documents—Documents that establish the rights and obligations of the parties engaged in construction and include the Construction Agreement between OWNER and Contractor and all documents referenced therein, Addenda (which pertain to the Contract Documents), Contractor's Bid (including documentation accompanying the Bid and any post -Bid documentation submitted prior to the notice of award) when attached as an exhibit to the Construction Agreement, the notice to proceed, the bonds, appropriate certifications, insurance documents the General Conditions, the Supplementary Conditions, the Specifications and the Drawings as the same are more specifically identified in the Construction Agreement, together with all Written Amendments, Change Orders, Work Change Directives, Field Orders, and ENGINEER's written interpretations and clarifications issued on or after the Effective Date of the Construction Agreement. Approved Shop Drawings and the reports and drawings of subsurface and physical conditions are not Contract Documents. 14. Contract Price—The monies payable by OWNER to Contractor for completion of the Work in accordance with the Contract Documents and as stated in the Construction Agreement. 15. Contract Times --The numbers of calendar days or the dates stated in the Construction Agreement to: (i) achieve Final Completion, and (ii) complete the Work so that it is ready for final payment as evidenced by ENGINEER's written recommendation of final payment. 16. Contractor --An individual or entity with whom OWNER enters into a Construction Agreement. 17. Correction Period—The time after Final Completion during which Contractor must correct, at no cost to OWNER, any Defective Work, normally one year after the date of Final Completion or such longer period of time as may be prescribed by Laws or Regulations or by the terms of any applicable special guarantee or specific provision of the Contract Documents. 18. Defective—An adjective which, when modifying the word Work, refers to Work that is unsatisfactory, faulty, or deficient, in that it does not conform to the Contract Documents, or does not meet the requirements of any inspection, reference standard, test, or approval referred to in the Contract Documents, or has been damaged prior to ENGINEER's recommendation of final payment. 19. Documents --Data, reports, Drawings, Specifications, Record Drawings, and other deliverables, whether in printed or electronic media format, provided or furnished in appropriate phases by ENGINEER to OWNER pursuant to this Agreement. 20. Drawings --That part of the Contract Documents prepared or approved by ENGINEER which graphically shows the scope, extent, and character of the Work to be Standard Form of Agreement Between Owner and Engineer for Professional Services Page 9 of 12 performed by Contractor. Shop Drawings are not Drawings as so defined. 21. Effective Date of the Constniction Agreement—The date indicated in the Construction Agreement on which it becomes effective, but if no such date is indicated, it means the date on which the Construction Agreement is signed and delivered by the last of the two parties to sign and deliver. 22. Effective Date of the Agreement --The date indicated in this Agreement on which it becomes effective, but if no such date is indicated, it means the date on which the Agreement is signed and delivered by the last of the two parties to sign and deliver. 23. ENGINEER's Consultants or Consultants— Individuals or entities having a contract with ENGINEER to furnish services with respect to this Project as ENGINEER's independent professional associates, consultants, subcontractors, or vendors. The term ENGINEER includes ENGINEER's Consultants. 24. Field Order --A written order issued by ENGINEER which directs minor changes in the Work but which does not involve a change in the Contract Price or the Contract Times. 25. Final Completion shall mean that all work has been completed, all final punch list items have been inspected and satisfactorily completed, all payments to subcontractors have been made, all documentation and warranties have been submitted, all closeout documents have been executed and approved by the OWNER, and the Project has been finally accepted by the OWNER. 26. General Conditions -That part of the Contract Documents which sets forth terms, conditions, and procedures that govern the Work to be performed or furnished by Contractor with respect to the Project. 27. Hazardous Environmental Condition—The presence at the Site of Asbestos, PCB's, Petroleum, Hazardous Waste, or Radioactive Materials in such quantities or circumstances that may present a substantial danger to persons or property exposed thereto in connection with the Work. 28. Hazardous Waste—The term Hazardous Waste shall have the meaning provided in Section 1004 of the Solid Waste Disposal Act (42 USC Section 6903) as amended from time to time. 29. Laws and Regulations; Laws or Regulations --Any and all applicable laws, rules, regulations, ordinances, codes, standards, and orders of any and all governmental bodies, agencies, authorities, and courts having jurisdiction. 30. PCB's --Polychlorinated biphenyls. 31. Petrolenrm—Petroleum, including crude oil or any fraction thereof which is liquid at standard conditions of temperature and pressure (60 degrees Fahrenheit and 14.7 pounds per square inch absolute), such as oil, petroleum, fuel oil, oil sludge, oil refuse, gasoline, kerosene, and oil mixed with other non -Hazardous Waste and crude oils. 32. Radioactive Materials—Source, special nuclear, or byproduct material as defined by the Atomic Energy Act of 1954 (42 USC Section 2011 et seq.) as amended from time to time. 33. Record Drawings—The Drawings as issued for construction on which the ENGINEER, upon completion of the Work, has shown changes due to Addenda or Change Orders and other information which ENGINEER considers significant based on record documents furnished by Contractor to ENGINEER and which were annotated by Contractor to show changes made during construction. 34. Reimbursable Expenses --The expenses incurred directly by ENGINEER in connection with the performing or furnishing of Basic and Additional Services for the Project for which OWNER shall pay ENGINEER as indicated in Exhibit C. 35. Resident Project Representative --The authorized representative of ENGINEER, if any, assigned to assist ENGINEER at the Site during the Construction Phase. The Resident Project Representative will be ENGINEER's agent or employee and under ENGINEER's supervision. As used herein, the term Resident Project Representative includes any assistants of Resident Project Representative agreed to by OWNER. The duties and responsibilities of the Resident Project Representative are as set forth in Exhibit D. 36. Samples—Physical examples of materials, equipment, or workmanship that are representative of some portion of the Work and which establish the standards by which such portion of the Work will be judged. 37. Shop Drawings—All drawings, diagrams, illustrations, schedules, and other data or information which are specifically prepared or assembled by or for Contractor and submitted by Contractor to ENGINEER to illustrate some portion of the Work. 38. Site—Lands or areas indicated in the Contract Documents as being furnished by OWNER upon which the Work is to be performed, rights-of-way and easements for Standard Form of Agreement Between Owner and Engineer for Professional Services Page 10 of 12 access thereto, and such other lands furnished by OWNER which are designated for use of Contractor. 39. Specifications—That part of the Contract Documents consisting of written technical descriptions of materials, equipment, systems, standards, and workmanship as applied to the Work and certain administrative details applicable thereto. 40. Substantial Completion --The time at which the Work (or a specified part thereof) has progressed to the point where, in the opinion of ENGINEER, the Work (or a specified part thereof) is sufficiently complete, in accordance with the Contract Documents, so that the Work (or a specified part thereof) can be utilized for the purposes for which it is intended. The terms "substantially complete" and "substantially completed" as applied to all or part of the Work refer to Substantial Completion thereof. 41. Supplementary Conditions --That part of the Contract Documents which amends or supplements the General Conditions. 42. (Modified). Total Project Costs --The sum of the Construction Cost, allowances for contingencies, the total costs of services of ENGINEER or other design professionals and consultants, cost of land, rights-of-way, compensation for damages to properties, OWNER's costs for legal, accounting, insurance counseling or auditing services, interest and financing charges incurred in connection with the Project, and the cost of other services to be provided by others to OWNER pursuant to Exhibit B of this Agreement. 43. Work—The entire completed construction or the various separately identifiable parts thereof required to be provided under the Contract Documents with respect to this Project. Work includes and is the result of performing or furnishing labor, services, and documentation necessary to produce such construction and furnishing, installing, and incorporating all materials and all equipment into such construction, all as required by the Contract Documents. 44. Work Change Directive—A written directive to Contractor issued on or after the Effective Date of the Construction Agreement and signed by OWNER upon recommendation of the ENGINEER, ordering an addition, deletion, or revision in the Work, or responding to differing or unforeseen subsurface or physical conditions under which the Work is to be performed or to emergencies. A Work Change Directive will not change the Contract Price or the Contract Times but is evidence that the parties expect that the change directed or documented by a Work Change Directive will be incorporated in a subsequently issued Change Order following negotiations by the parties as to its effect, if any, on the Contract Price or Contract Times. 45. Written Amendment --A written amendment of the Contract Documents signed by OWNER and Contractor on or after the Effective Date of the Construction Agreement and normally dealing with the non -engineering or non-technical rather than strictly construction -related aspects of the Contract Documents. ARTICLE 8 - EXHIBITS AND SPECIAL PROVISIONS 8.01 Exhibits Included A. Exhibit A, "ENGINEER's Services," consisting of fifteen (15) pages. B. Exhibit B, "OWNER's Responsibilities," consisting of two (2) pages. C. Exhibit C, "Payments to ENGINEER for Services and Reimbursable Expenses," consisting of two (2) pages. D. Exhibit D, "Duties, Responsibilities and Limitations of Authority of Resident Project Representative," is not used. E. Exhibit E, "Notice of Acceptability of Work," is consisting of two (2) pages. F. Exhibit F, "Construction Cost Limit," is not used. G. Exhibit G, "Insurance," consisting of two (2) pages. H. Exhibit H, "Dispute Resolution," is not used. I. Exhibit I, "Allocation of Risks," is not used. J. Exhibit J, "Special Provisions," is not used. K. (Added). Exhibit K, "Indemnification," consisting of two (2) pages. 8.02 Total Agreement A. This Agreement (consisting of pages 1 to 12 inclusive, together with the Exhibits identified above) constitutes the entire agreement between OWNER and ENGINEER and supersedes all prior written or oral understandings. This Agreement may only be amended, supplemented, modified, or canceled by a duly executed written instrument. This Agreement along with the exhibits shall be read and construed as the same Agreement. Standard Form of Agreement Between Owner and Engineer for Professional Services Page 11 of 12 IN WITNESS WHEREOF, the parties hereto have executed this Agreement, the Effective Date of which is indicated on page 1. OWNER: CITY OF BAYTOWN ENGINEER: KIMLEY-HORN AND ASSOCIATES, INC. Signature. Signature: Printed Name: Richard L. Davis Printed Name: Title: City Manager Title: Date Signed: Date Signed: Address for giving notices: P.O. Box 424 Baytown, Texas 77522 Designated Representative (paragraph 6.02.A): Name: Jose A. Pastrana, P.E. Title: Director of Engineering Phone Number: (281) 420-7154 Facsimile Number: (281) 420-6586 E -Mail Address: iose.pastrana(a)baytown org Address for giving notices: 12012 Wickchester Lane, Suite 500 Houston, TX, 77079 Designated Representative (paragraph 6.02.A): Name: Constance C. Curtis, P.E. Title: Phone Number: (281) 920-6578 Facsimile Number: (972) E -Mail Address: Standard Form of Agreement Between Owner and Engineer for Professional Services Page 12 of 12 This is EX MIT A, consisting of 15 pages, referred to in and part of the Agreement between OWNER and ENGINEER for Professional Services dated Initial: OWNER ENGINEER ENGINEER's Services Article 1 of the Agreement is amended and supplemented to include the following agreement of the parties. ENGINEER shall provide Basic and Additional Services as set forth below. PART 1 — BASIC SERVICES (Modified). A1.02 Final Design Phase A. ENGINEER shall: 1. Consult with OWNER to define and clarify OWNER's requirements for the Project and available data. 2. Advise OWNER as to the necessity of OWNER's providing data or services of the types described in Exhibit B, which are not part of ENGINEER's Basic Services, and assist OWNER in obtaining such data and services. 3. (Modified). Identify, consult with, and analyze requirements of OWNER, the U.S. Army Corps of Engineers, utility companies (phone, gas, electricity and cable), the Texas Department of Transportation, Hams County Flood Control District, and all other governmental authorities having jurisdiction to issue permit or to approve the portions of the Project designed or specified by ENGINEER, including, but not limited to, mitigating measures identified in the environmental assessment (if any). 4. Identify and evaluate potential solutions available to OWNER; and, after consultations with OWNER, recommend to OWNER those solutions which in ENGINEER's judgment meet OWNER's requirements for the Project. 5. (Modified). Attend meetings with OWNER to receive input into OWNER'S requirements for the Project and evaluation of potential solutions available to OWNER and to discuss and finalize design criteria and acquire pertinent information regarding the Project. 6. (Modified). Perform or provide the following additional Preliminary Design Phase tasks or deliverables: TASK 1 - Preliminary Engineering (Duration: 320 calendar days from notice to proceed ("NTP")) 1. Site Visits The ENGINEER shall make up to two (2) site visits to confirm topographic survey and assess existing site conditions during the preliminary engineering task. 2. Determine Design Criteria The ENGINEER shall determine the design criteria for various design elements including roadway geometry, regional drainage, roadway storm system, culvert crossings, and roadway typical section elements. The design criteria for each of these design elements will be determined with input and agreement from both the OWNER and TxDOT. The design criteria options are the OWNER, TxDOT, Harris County Flood Page 1 of 15 Pages (EXHIBIT A - Scope of Work) Control District (HCFCD), and Hams County. Once the design criteria are selected, the Engineer will execute the remainder of this contract to the selected criteria. If any design criteria change after being agreed upon by the Engineer, OWNER, and TxDOT, any additional design effort toward the corresponding design criteria change will be considered an Additional Service. 3. Traffic Analysis Existing traffic volume data, including Turning Movement Counts during a typical weekday (Tuesday, Wednesday or Thursday), for each signalized intersection along Garth Road will be provided by OWNER. Using the existing traffic volumes, the ENGINEER will work with OWNER /TxDOT to determine certain percent growth factors or a future design year to determine ultimate traffic design volumes along Garth Road. These volumes will be used in the traffic analysis. The ENGINEER will develop a Synchro traffic model for Garth Road existing conditions. The analysis will be done for the critical AM and PM peak periods only. The ENGINEER will perform intersection capacity analyses to determine the saturation flow rates, delay, volume -to -capacity (v/c) ratios, and Level of Service (LOS) for each intersection along Garth Road. A systems analysis of the traffic model for each of the peak periods will be performed using the Synchro signal timing optimization tool to evaluate and compare various measures of effectiveness (MOEs) such as total delay, stops, and total travel time for various cycle lengths. Using Synchro's MOEs results, existing field conditions, and traffic engineering judgment, the proposed number of through and left/right turn lanes at each intersection along Garth Road will be determined. The proposed lane configurations for each approach will also be determined as part of the analysis. 4. Conceptual Drainage Analysis A. Phase 1 Drainage Study The ENGINEER shall prepare a Phase 1 Drainage Study for the corridor to establish the existing condition peak flow and water surface elevation in the outfall channels. The results of this task will be used to evaluate the proposed roadway profile. The ENGINEER anticipates the following HCFCD outfall channels will be studied as part of this phase. ➢ 0105-00-00 ➢ 0105-10-00 ➢ 0105-11-00 ➢ 0113-00-00 0128-00-00 The ENGINEER will calculate peak flows at Garth Road. Effective hydrologic modeling available from HCFCD for 0105-00-00 will be used as the basis for peak flows for that watershed. The ENGINEER will calculate peak flows for the following watersheds where effective hydrologic modeling is not available: ➢ 0105-10-00 ➢ 0105-11-00 ➢ 0113-00-00 0128-00-00 The ENGINEER will determine the watershed contributing to each outfall. The watershed delineation will be based on record drawings provided by the OWNER, publicly available aerial topographic information, on -ground survey obtained in Task 11, and field observations. Page 2 of 15 Pages (EXHIBIT A - Scope of Work) Peak flow will be calculated using Green & Ampt and Clark Unit Hydrograph Method in general accordance with currently published Harris County Flood Control District (HCFCD) criteria. Existing condition land uses and impervious percentage will be based on aerial photography obtained from Google Earth and field observations. Peak flows will be calculated for the 10- and 100 -year events. The ENGINEER will determine the water surface elevation at Garth Road. Effective hydraulic modeling available from HCFCD for 0105-00-00 will be used as the basis for water surface elevation for that channel. The ENGINEER will prepare hydraulic models of the channels below using the U.S. Army Corps of Engineers HEC -RAS hydraulic modeling program. ➢ 0105-10-00 —New hydraulic model ➢ 0105-11-00 —New hydraulic model ➢ 0113-00-00 —Extend hydraulic model from San Jacinto Boulevard Phase 1 ➢ 0128-00-00 —Extend hydraulic model from San Jacinto Boulevard Phase 2 Ground geometry for the hydraulic models will be based on publicly available aerial topographic information and on -ground survey information obtained in Task 11. Peak flows in the hydraulic models will be based on the hydrologic modeling performed in this task. The ENGINEER will summarize the results of this task in a Drainage Study Technical Memorandum for submittal to the OWNER and Texas Department of Transportation (TxDOT). The following will be included in the Drainage Study Technical Memorandum: ➢ Memorandum Text ➢ Drainage Area Map ➢ Hydrologic Calculations HEC -HMS Output ➢ HEC -RAS Output ➢ Hydraulic Workmaps ➢ Digital Files B. Phase 2 Drainage Study The ENGINEER will prepare a Phase 2 Drainage Study for the corridor to evaluate the hydrologic and hydraulic impact of the proposed road improvements on the peak discharge to each outfall. The ENGINEER will prepare an XPSWMM model of existing road drainage infrastructure. Overall watershed delineation will be based on the watershed mapping performed in Task 1A.A. The watershed will be subdivided based on the location of roadway drainage infrastructure such as inlets, ditches, and driveway culverts. Hydrologic and hydraulic calculations will be in general accordance with OWNER and TxDOT criteria and will be performed for the 10- and 100 -year storm events. The ENGINEER will modify the existing condition XPSWMM model based on the proposed roadway improvements. The ENGINEER will size trunk lines to convey the peak discharge in general accordance with OWNER and TxDOT criteria. The ENGINEER will conceptually locate and size up to six detention basins to reduce the proposed condition peak discharge to less than or equal to existing condition peak discharge at each outfall in the 10- and 100 -year events. Detention basin sizing will be performed using the Small Watershed Hydrograph Method. The ENGINEER assumes the existing infrastructure will remain in place Page 3 of 15 Pages (EXHIBIT A - Scope of Work) south of Baker Road and storm water detention will only be required north of Baker Road. The ENGINEER will summarize the results of this task in a Drainage Study Technical Memorandum for submittal to the OWNER and TxDOT. The Drainage Study Technical Memorandum will include the following: ➢ Memorandum Text ➢ Drainage Area Map ➢ Hydrologic Calculations ➢ XPSWMM Output ➢ Digital Files 5. Typical Sections The ENGINEER will develop an existing typical section, a typical section for a proposed roadway alternative for providing access management through the addition of a median with no roadway widening, and a typical section for a proposed roadway alternative for providing access management through the addition of a median and for widening the roadway for both Part 1 and Part 2 during the preliminary engineering task The proposed roadway alternatives will be selected during Task 1.6. 6. Roadway Alternatives Analysis The ENGINEER will analyze the impacts of each of the following cross-sectional elements congruently with the previous design aspects in Tasks 1.1-1.5 in order to create the roadway alternatives for Part 1 and Part 2 outlined in Task 1.5. The ENGINEER will develop an evaluation matrix for the fmal proposed roadway alternatives and provide a preferred roadway alternative recommendation. For Part 1 North of Baker Road, The ENGINEER will assess possible roadway alternatives where pavement widening can be implemented versus complete pavement reconstruction and will develop roll plots depicting the following information: ➢ Existing ROW ➢ Proposed ROW ➢ Proposed Edge of Pavement ➢ Pedestrian Facilities ➢ Bike Facilities ➢ Medians and Access Management ➢ Driveways ➢ Intersection Tum Lanes ➢ Pavement Markings ➢ Signal Improvements ➢ Street Lighting ➢ Drainage Features ➢ Obtain City input on allowable inundation level in flood prone areas ➢ Proposed Conceptual Detention Facilities ➢ Existing Public and Private Utilities ➢ Public Utility Improvements For Part 2 South of Baker Road, The ENGINEER will assess possible roadway alternatives where utilizing existing pavement width can be implemented versus complete pavement reconstruction and will develop roll plots depicting the following information: ➢ Existing ROW ➢ Proposed ROW ➢ Pedestrian Facilities Page 4 of 15 Pages (EXHIBIT A - Scope of Work) ➢ Bike Facilities ➢ Medians and Access Management ➢ Driveways ➢ Intersection Turn Lanes ➢ Pavement Markings ➢ Signal Improvements ➢ Street Lighting ➢ Drainage Features ➢ Proposed Conceptual Detention Facilities ➢ Existing Public and Private Utilities Necessary Public Utility Improvements 7. Opinion of Probable Construction Cost The ENGINEER will prepare a conceptual level opinion of probable construction cost for the four (4) preliminary proposed roadway alternatives described in Task 1.6. Due to the level of design at this time, a Client approved Landscape Allowance shall be included within the probable construction cost for the preliminary proposed roadway alternatives. 8. Revisions per Client and TxDOT Comment The ENGINEER will revise the existing and proposed typical sections, proposed roadway alternative roll plots, drainage study technical memorandum, no -impact study, and corresponding conceptual level opinion of probable construction cost submittals based on a total of one round of reasonable, consolidated comments. 9. Deliverables The ENGINEER will provide the following deliverables for the roadway alternatives; ➢ One (1) 11"x17' copy of the preliminary existing and proposed typical sections ➢ An electronic (PDF) of the preliminary existing and proposed typical sections ➢ One (1) roll plot copy of each preliminary proposed roadway alternative ➢ An electronic (PDF) of the roll plot of each preliminary proposed roadway alternative ➢ One (1) 8.5"x11" copy of the preliminary conceptual level Opinion of Probable Construction Cost for each of the preliminary proposed roadway alternative ➢ An electronic (PDF) of the preliminary conceptual level Opinion of Probable Construction Cost for each of the preliminary proposed roadway alternative ➢ One (1) 8.5"x11" copy of the preliminary drainage study technical memorandum ➢ An electronic (PDF) of the preliminary drainage study technical memorandum ➢ One (1) 8.5"x11" copy of the preliminary no -impact study ➢ An electronic (PDF) of the preliminary no -impact study ➢ One (1) 11"x17' copy of the preliminary traffic analysis exhibits ➢ An electronic (PDF) of the preliminary traffic analysis exhibits ➢ One (1) 11"x17' copy of the final existing and proposed typical sections ➢ An electronic (PDF) of the final existing and proposed typical sections ➢ One (1) roll plot copy of each final proposed roadway alternative ➢ An electronic (PDF) of the roll plot of each final proposed roadway alternative ➢ One (1) 8.5"x11" copy of the final conceptual level Opinion of Probable Construction Cost ➢ An electronic (PDF) of the final conceptual level Opinion of Probable Construction Cost ➢ One (1) 8.5'x11" copy of the fmal drainage study technical memorandum ➢ An electronic (PDF) of the final drainage study technical memorandum ➢ One (1) 8.5'x11" copy of the final no -impact study ➢ An electronic (PDF) of the final no -impact study Page 5 of 15 Pages (EXHIBIT A - Scope of Work) ➢ One (1) 11"x17' copy of the final traffic analysis exhibits ➢ An electronic (PDF) of the final traffic analysis exhibits ➢ One (1) 8.5"x11" copy of the final proposed roadway alternatives evaluation matrix and preferred alternative recommendation ➢ An electronic (PDF) of the final proposed roadway alternatives evaluation matrix and preferred alternative recommendation TASK 2 - Goose Creek Bridge Assessment (Duration 60 calendar days from end of Task 11) 1. Field Reconnaissance and Photos The ENGINEER will conduct one field reconnaissance site visit and collect data including a photographic record of notable existing features. 2. Condition Survey and Report The ENGINEER will perform the following: ➢ Review the existing Load Factor rating for the existing structure. Perform additional load rating analysis if required. ➢ Prepare existing typical sections for inclusion in Condition Survey Report. ➢ Develop Condition Survey Report, repair recommendations, and supporting documentation. 3. Revisions per Client and TxDOT Comment The ENGINEER will revise the Condition Survey Report based on a total of one (1) round of reasonable comments. If additional rounds of comments are required, it will be considered an Additional Service. 4. Deliverables The ENGINEER will provide the following deliverables; ➢ One (1) 11"x17' copy of the Preliminary Condition Survey Report ➢ An electronic (PDF) of the Preliminary Condition Survey Report ➢ One (1) 11"x17' copy of the Final Condition Survey Report, signed and sealed ➢ An electronic (PDF) of the Final Condition Survey Report, signed and sealed TASK 3 - Conceptual Landscape Architecture (Duration: 120 calendar days from NTP) 1. Conceptual Landscape Architecture Plans The ENGINEER will attend one (1) meeting with the Client and design team to discuss their vision for the project. Based on the direction from this meeting, the ENGINEER will develop up to three (3) Conceptual Plans for the project and present them to the Client. The plans will illustrate the general scope, scale, theme, and relationship of various landscape architecture components. Plans prepared under this task will illustrate proposed: ➢ Streetscape improvements; ➢ Street Trees; ➢ Enhanced landscape; ➢ Enhanced pavement; ➢ Site Furnishings. These drawings will be prepared using AutoCAD linework and Photoshop rendering. Task includes one (1) presentation that includes affinity images and basic programming information to communicate general direction of the Conceptual Plan. This task does not include any 3D modeling or graphics for marketing purposes. Page 6 of 15 Pages (EXHIBIT A - Scope of Work) 2. Conceptual Landscape Architecture OPCC The ENGINEER will prepare a conceptual level opinion of probable construction cost (OPCC) for the three (3) Conceptual Landscape Architecture Plans described in Task 3.1. Based on the approved Conceptual Plan, this OPCC will be used as a Landscape Allowance included within the probable construction cost for the preliminary proposed roadway alternatives in Task 1.6. The ENGINEER has no control over the cost of labor, materials, equipment, or over a Contractor's methods of determining prices or over competitive bidding or market conditions. Opinions of probable costs provided herein are based on the information known to the ENGINEER and represent only the ENGINEER's judgment as a design professional familiar with the construction industry. The ENGINEER cannot and does not guarantee that proposals, bids, or actual construction costs will not vary from its opinions of probable costs. 3. Deliverables The ENGINEER will provide the following deliverables; ➢ One (1) copy of the three (3) Conceptual Plan boards at either F'=20' or V=30' scale ➢ An electronic (PDF) of the three (3) Conceptual Plan Opinion of Probable Construction Costs (OPCC) TASK 4 - Diagrammatic Concept Plan (Duration: 90 calendar days from Task 1) Upon Client and TxDOT approval of the recommended alternative as developed during the Roadway Alternatives Analysis during Preliminary Engineering described in Task 1, The ENGINEER will produce one (1) Diagrammatic Concept Plan for the entire alignment. 1. Diagrammatic Concept Plan The Diagrammatic Concept Plan will include a plan view roll plot with no profile overlaid on top of available aerial photography. The development of the Diagrammatic Concept Plan includes the following: ➢ Existing ROW ➢ Proposed ROW ➢ Proposed Cross Sections where conditions change along the alignment ➢ Proposed Edge of Pavement ➢ Pedestrian Facilities ➢ Existing and Proposed Sidewalks ➢ Bike Facilities ➢ Medians and Access Management ➢ Driveways ➢ Turn Lanes ➢ Pavement Markings ➢ Signal Improvements ➢ Street Lighting ➢ Drainage Features ➢ Proposed Conceptual Detention Facilities ➢ Existing Public and Private Underground and Overhead Utilities ➢ Necessary Public Utility Improvements ➢ Landscape and Hardscape Improvements 2. Critical Profile In addition to the Diagrammatic Concept Plan outlined in Task 4.1, the Engineer will develop proposed profiles at the Baker Road and Cedar Bayou Lynchburg Road intersections to be included as separate cut sheets. 3. Opinion of Probable Construction Cost Page 7 of 15 Pages (EXHIBIT A - Scope of Work) The ENGINEER will prepare a conceptual level opinion of probable construction cost for the diagrammatic concept plan. 4. Deliverables. The ENGINEER will provide the following deliverables; ➢ One (1) 11"x17" copy of roll plot cut sheets of each 60% diagrammatic concept plan and critical profiles ➢ An electronic (PDF) of the roll plot cut sheets of each 60% diagrammatic concept plan and critical profiles ➢ One (1) 11"x17' copy of roll plot cut sheets of each 90% diagrammatic concept plan and critical profiles ➢ An electronic (PDF) of the roll plot of each 90% diagrammatic concept plan and critical profiles ➢ One (1) 11"x17' copy roll plot cut sheets of each Final diagrammatic concept plan and critical profiles ➢ An electronic (PDF) of the roll plot of each Final diagrammatic concept plan and critical profiles ➢ One (1) 11"x17' copy of the 60% conceptual level Opinion of Probable Construction Cost ➢ An electronic (PDF) of the 60% conceptual level Opinion of Probable Construction Cost ➢ One (1) 11"x17' copy of the 90% conceptual level Opinion of Probable Construction Cost ➢ An electronic (PDF) of the 90% conceptual level Opinion of Probable Construction Cost ➢ One (1) 11"x17' copy of the Final conceptual level Opinion of Probable Construction Cost ➢ An electronic (PDF) of the Final conceptual level Opinion of Probable Construction Cost TASK 5 - Technical Memorandum (Duration: 60 calendar days from Task 4) 1. Technical Memorandum Upon completion of the Environmental and Public Involvement process and a final Diagrammatic Concept Plan is selected, the ENGINEER will prepare one (1) technical memorandum for the selected diagrammatic concept plan. The technical memorandum will be a written report including the following information: ➢ Traffic Analysis ➢ Environmental Analysis ➢ Public Involvement Process ➢ Existing and Proposed Typical Sections ➢ Proposed Cross -Sectional Elements ➢ Proposed Right -of -Way ➢ Intersection Improvements ➢ Signal Improvements ➢ Public and Private Utility Relocations and Improvements ➢ Driveway Consolidation and Access Management ➢ Opinion of Probable Construction Cost ➢ Estimated Design and Construction Schedule The technical memorandum will include the following as Appendices: ➢ Conceptual Drainage Analysis Report Page 8 of 15 Pages (EXHIBIT A - Scope of Work) ➢ Goose Creek Bridge Condition Survey Report 2. Revisions per Client and TxDOT Comment The ENGINEER will revise the Technical Memorandum submittals based on a total of one (1) round of reasonable comments. If additional rounds of comments are required, it will be considered an Additional Service. 3. Deliverables The ENGINEER will provide the following deliverables; One (1) 11"x17' copy of the Preliminary Technical Memorandum ➢ An electronic (PDF) of the Preliminary Technical Memorandum ➢ One (1) 11"x17' copy of the Final Technical Memorandum, signed and sealed ➢ An electronic (PDF) of the Final Technical Memorandum, signed and sealed TASK 6 - Environmental and Public Involvement (Duration: 470 calendar days from NTP) 1. Environmental — Preliminary Phase Through a sub -consultant, the ENGINEER will provide the following environmental services concurrently with Task 1- Preliminary Engineering: A. Environmental Data Collection The ENGINEER shall conduct field reconnaissance and collect data as necessary to complete the environmental constraints mapping and technical reports. B. Project Scoping The ENGINEER shall prepare a scoping development tool document and associated attachments for review and approval by the State that outlines the project description and anticipated resource documents and necessary agency coordination. If required, the ENGINEER shall prepare a request for classification document to determine the appropriate level of environmental documentation. C. Environmental Constraints The ENGINEER shall prepare an Environmental Constraints Map for use in the alternatives analysis and public involvement activities. The ENGINEER shall consider impacts to environmentally sensitive sites (as identified by the ENGINEER and verified by the State) during the schematic design process. Environmentally sensitive sites include natural, cultural, and the human environment. Examples are historic and archeological resources, burial grounds, neighborhood communities and residential areas, farmland, floodplain, wetlands, endangered species, rare habitats, wildlife corridors, wildlife crossings, parks and nature preserves, geologic features, undeveloped areas, and significant trees. D. Alternatives Evaluation The ENGINEER shall evaluate the alternatives based on the following factors: Engineering consideration (impacts to ROW, access, drainage, utilities and cost), Traffic operations (including LOS, delays and queuing), Environmental (impacts to potential constraints), and Public and Stakeholder input through the public involvement process. The ENGINEER shall document the evaluation process leading to the recommendation of a preferred alternative. 2. Environmental — Diagrammatic Concept Plan Phase Through a sub -consultant, the ENGINEER will provide the following environmental services concurrently with Task 4 - Diagrammatic Concept Plan: A. Right -of -Entry for Environmental Field Investigations Page 9 of 15 Pages (EXHIBIT A - Scope of Work) The ENGINEER shall seek right -of -entry from public and private landowners to perform field investigations required for environmental investigations (up to 250 properties). B. Environmental Documentation The ENGINEER shall prepare an Open -Ended (d) Categorical Exclusion Classification Request Form for review and approval by the State. C. Technical Reports in Support of the Environmental Document (1) Community Impacts Assessment The ENGINEER shall prepare a Community Impacts Assessment (CIA) Technical Report Form (Form 320.0l.FRM) and fill out the form completely. The CIA will also include referenced figures, photograph log, and impact tables. D. Historic Resource Identification, Evaluation and Documentation Services (1) Project Coordination Request The ENGINEER shall prepare a Project Coordination Request for Historical Studies Project (PCR). The PCR shall comply with the TxDOT Environmental Compliance Toolkits provided by the State's Environmental Affairs Division in effect as of the date of the receipt of the documents. (2) Reconnaissance -level non -Archeological Historic -age Resources Survey In the event that a Reconnaissance -level non -Archeological Historic -age Resources Survey is warranted, the effort for the survey is captured under Task 7. (3) Archeological Background Study The ENGINEER shall prepare an Archeological Background Study in accordance with TxDOT standards for such studies. This document shall summarize a review of relevant existing archeological literature, maps, extent of previous investigations and other documentation with the goal of determining if the proposed project warrants archeological field investigations prior to construction, and the location and extent of any such field investigations. (4) Air Quality The ENGINEER shall prepare a qualitative air quality analysis in accord with the current version of the State's Air Quality Handbook, and Air Quality toolkit. The ENGINEER shall document the findings in the Air Quality Technical Report. (5) Traffic Noise Analysis The ENGINEER shall perform a traffic noise analysis in accordance with the current version of the State's (FHWA approved) "Guidelines for Analysis and Abatement of Roadway Traffic Noise." The ENGINEER shall document the findings in the Noise Analysis Technical Report. (6) Waters of the United States (U.S.), including Wetlands The ENGINEER shall delineate and evaluate the potential impacts of the proposed project to waters of the U.S., including wetlands, and document the location of impacts and potential permitting requirements. In the event that a USACE permit is warranted, effort for permitting will be provided as part of Task 8. (7) Water Resources Technical Report Page 10 of 15 Pages (EXHIBIT A - Scope of Work) The ENGINEER shall document the following resources in the Water Resources Technical Report: a discussion of Water Quality, Floodplain Impacts, and Stormwater Permits (Section 402 of the Clean Water Act). In the event that a USACE permit is warranted, effort for permitting will be provided as part of Task 8. (8) Biological Evaluation Form and Biological Resources Technical Report The ENGINEER shall complete TxDOT's Biological Evaluation Form and prepare a Biological Resources Technical Report to indicate the level of coordination that may be required with the Texas Parks and Wildlife Department is required. The Biological Evaluation Form and Technical Report shall address the following items: Fish and Wildlife Coordination Act (FWCA), Threatened or Endangered Species, Invasive Species, Essential Fish Habitat, Beneficial Landscaping, and Farmland Impacts. (9) Hazardous Materials The ENGINEER shall perform an Initial Site Assessment (ISA) for potential hazardous materials impacts for the limits of the study area. (10) Indirect and Cumulative Impacts Analysis The ENGINEER shall complete the Induced Growth Indirect Impacts Decision Tree and Risk Assessment for Indirect Impacts and shall coordinate with the State for approval. The ENGINEER shall also complete the Cumulative Impacts Decision Tree and Risk Assessment for Cumulative Impacts and shall coordinate with the State for approval. (11) Section 4(f) The 4(f) Section of the environmental document shall document all data necessary to address to the satisfaction of the State potential use of Section 4(f) properties in accordance with 23 CFR 774. 3. Public Meeting The ENGINEER shall prepare for and conduct one (1) open house public meeting. With the OWNER's assistance, the ENGINEER shall coordinate the date and location of the public meeting and shall prepare and submit draft materials for the meeting for review and comment. The ENGINEER shall prepare final meeting materials based on comments received and shall bring copies of final materials to the meeting. The OWNER will secure the meeting facility and pay directly for the following, if needed: ➢ Newspaper advertisements, ➢ Court reporters, ➢ Custodians required for clean up at the meeting facility, ➢ Facility rental, and ➢ Law enforcement or uniformed officers. TASK 9 - Franchise Utility Coordination (Duration: 470 calendar days from NTP) 1. Coordination The ENGINEER will compile a list of franchise utility companies within the limits of the project area based on provided information from the Client and TxDOT. At this time, a maximum of thirty (30) franchise utility companies will require coordination. The ENGINEER will send out project notices to the listed franchise utility companies and request available facility maps and as-builts. The ENGINEER will create a Level C and D base file in AutoCAD 2018 based on the provided facility maps and as-builts. Page 11 of 15 Pages (EXHIBIT A - Scope of Work) The ENGINEER will create existing franchise utility 11"x17" cut sheets at 1"=100' scale. The ENGINEER will coordinate with franchise utility companies within the limits of the project to determine necessary conflict relocations and the associated estimated cost. It is assumed that the coordination with franchise utility companies will include the creation of utility specific plan view exhibits of the horizontal location of the utilities' infrastructure overlaid on a current aerial. One 11"x17" plan view aerial exhibit will be created for each identified franchise utility. At this time, a maximum of eighty (80) exhibits will be required. If additional coordination for utility companies above thirty (30), or creation of exhibits above eighty (80) are required, it will be considered an Additional Service. The ENGINEER will also coordinate with franchise utility companies within the limits of the project to determine the feasibility and estimated costs to move current above ground utilities underground. TASK 10 - Project Management and Meetings (Duration: 470 calendar days from NTP) The ENGINEER will provide the following services: 1. City Coordination Coordination with City Project Manager and various departments (Engineering and Public Works). Coordination will include email correspondence, phone calls, invoicing coordination, and meetings. The ENGINEER anticipates there will be 12 meetings. 2. TxDOT Coordination Coordination with TxDOT Project Manager and various departments (Consultant Management, Project Development, Design, Planning, Transportation Operations and Construction). Coordination will include email correspondence, phone calls, invoicing coordination and meetings. The ENGINEER anticipates there will be 12 meetings. 3. Monthly Progress Reports The ENGINEER will provide a monthly progress report in the form of a status update email to the OWNER and TxDOT. TASK 11- Topographic Survey (Duration: 72 calendar days from NTP) The ENGINEER will provide the following services: 1. Engineer Coordination — Survey ➢ Coordinate with surveyor (subconsultant) ➢ Perform up to two (2) site visits to review topographic information provided by surveyor for general compliance with the scope of services and observed field conditions ➢ Prepare Right -of -Entry Permission to enter adjacent subject properties to perform detailed Right- of -Way Boundary survey. ➢ Review Digital Terrain Model and 1 -foot contours provided by surveyor for general compliance with the scope of services and observed field conditions. ➢ Review electronic base files provided by surveyor 2. Topographic Survey and Boundary Survey (provided by subconsultant) a. Limited Topographic Surveying for Entire Roadway Alignment Limited Topographic Survey will be done along Garth Road (from IH -10 to SH - 146). The total length to survey will be 20,000 linear feet approximately. In general, the scope for limited topographic survey will be including the following tasks: ➢ Horizontal and vertical controls will be established and tied to the Texas State Plane Coordinate System, South Central Zone NAD 83 and datum NAVD 88. The nearby TxDOT monument will also be tied to the survey as benchmark. Page 12 of 15 Pages (EXHIBIT A - Scope of Work) ➢ Signed and sealed field books containing notes as well as ASCII files of point numbers, coordinates, and descriptions will be provided as necessary. ➢ Survey only the centerline and edge of paving along the entire alignment including intersection, driveway and sidewalk. Cross sections will be surveyed at every 200 feet interval along the project route. ➢ Plan view drawings will be prepared in AutoCAD format. b. Drainage Survey The drainage survey will include the following: (1) Channel cross sections every 100 feet in the following channels. Extend 500 feet downstream of Garth Road. The HCFCD channels to be surveyed are as follows: ➢ 0105-10-00 ➢ 0105-11-00 ➢ 0113-00-00 ➢ 0128-00-00 (2) Structure detail at the outfall to the above channels including flowline, culvert size, shape, and material. (3) Detailed bridge survey at the Garth Road crossing of HCFCD Channel 0105- 00-00 including the Low chord, high chord, rail, road profile, abutments, piers (if any), etc. (4) Storm sewer survey to include inverts along the entire project alignment to confirm sizes and slopes of existing pipes and location and sizes of existing manholes and inlets. Also, high bank and flowline of any roadside ditches and outfall/inlet structures along the entire project alignment. C. Detailed Survey Garth Road and Cedar Bayou Lynchburg Road This full topographic survey of the intersection of Garth Road and Cedar Bayou Lynchburg Road for 200 feet along each leg of the intersection shall conform to all requirements of OWNER, Hams County and Category 6 survey of TSPS Manual as applicable. In general, the scope for survey will be including the following tasks: (1) A survey control map will be prepared showing swing ties to traverse and baseline points as well as TBM's. The survey control map will be signed and sealed by a responsible professional in charge of the project. (2) Cross sections will be surveyed at every 50 feet interval along each leg for a width beyond 25' of existing ROW as accessible. (3) All planimetric features will be surveyed along the existing road right-of-way width+25' on either side as accessible. (4) Trees with more or less 4" or larger in caliper size will be surveyed. (5) All visible existing utilities (i.e. manholes, culverts, power poles, etc.) will be located and pipe size and flow line measure downs in the manholes and inlets (that can be opened) will be obtained. Utilities will also be located with Level B SUE through One Call Services, as applicable. Elevations on existing pipelines/conduits will be taken as uncovered by others. (6) Texas one -call system will be notified and pipeline companies will be contacted to probe and mark their pipeline locations (if any) to be tied to the survey. (7) Plan view drawings will be prepared containing all topographic information and visible utility features in AutoCAD format. (8) Boreholes will be located in the field and included in the drawing and spreadsheet with borehole information will be provided for use of Geotechnical and Environmental studies. (9) Adjoining property owners will be contacted for obtaining access to the properties as needed. Assistance of Harris County may be necessary. Page 13 of 15 Pages (EXHIBIT A - Scope of Work) d. Detailed Survey Garth Road and Baker Road This full topographic survey of the intersection of Garth Road and Baker Road for 200 feet along each leg of the intersection shall conform to all requirements of OWNER, Harris County and Category 6 survey of TSPS Manual as applicable. In general, the scope for survey will be including the following tasks: (1) A survey control map will be prepared showing swing ties to traverse and baseline points as well as TBM's. The survey control map will be signed and sealed by a responsible professional in charge of the project. (2) Cross sections will be surveyed at every 50 feet interval along each leg for a width beyond 25' of existing ROW as accessible. (3) All planimetric features will be surveyed along the existing road right-of-way width+25' on either side as accessible. (4) Trees with more or less 4" or larger in caliper size will be surveyed. (5) All visible existing utilities (i.e. manholes, culverts, power poles, etc.) will be located and pipe size and flow line measure downs in the manholes and inlets (that can be opened) will be obtained. Utilities will also be located with Level B SUE through One Call Services, as applicable. Elevations on existing pipelines/conduits will be taken as uncovered by others. (6) Texas one -call system will be notified and pipeline companies will be contacted to probe and mark their pipeline locations (if any) to be tied to the survey. (7) Plan view drawings will be prepared containing all topographic information and visible utility features in AutoCAD format. (8) Boreholes will be located in the field and included in the drawing and spreadsheet with borehole information will be provided for use of Geotechnical and Environmental studies. (9) Adjoining property owners will be contacted for obtaining access to the properties as needed. Assistance of Harris County may be necessary. e. Boundary Surveying for Existing ROW Maps Boundary Survey will be done along the entire roadway alignment as shown on the attached exhibit to define existing Right-of-way (ROW) of the said roads. Survey will comply with Category IA, Condition 2 survey of the latest TSPS Manual and OWNER survey requirements as applicable/feasible. Horizontal and vertical controls will be established and tied to the Texas State Plane Coordinate System, South Central Zone NAD 83 (CORS 96) and datum NAVD 88. In conformance, the scope of work will include the following: (1) Searching and surveying monuments for establishing existing ROW. (2) Abstracting and deed research for existing road ROW. (3) Preparing plat map drawing for existing ROW including bearing & distances, abstracting information of existing right-of-way & adjoining properties. (4) d. The deliverables will be signed and sealed ROW maps in scale of 1 "=40' and 11 "x 17" size sheets. A1.02 Not used. A1.03 Not used A1.04 Not used PART 2 — ADDITIONAL SERVICES Page 14 of 15 Pages (EXHIBIT A - Scope of Work) This is EXHIBIT B, consisting of 2 pages, referred to in and part of the Agreement between OWNER and ENGINEER for Professional Services dated Initial: OWNER ENGINEER OWNER's Responsibilities Article 2 of the Agreement is amended and supplemented to include the following agreement of the parties B2.01 In addition to other responsibilities of OWNER as set forth in this Agreement, OWNER shall: A. Provide ENGINEER with all criteria and full information as to OWNER's requirements for the Project, including design objectives and constraints, space, capacity and performance requirements, flexibility, and expandability, and any budgetary limitations; and furnish copies of all design and construction standards which OWNER will require to be included in the Drawings and Specifications; and furnish copies of OWNER's standard forms, conditions, and related documents for ENGINEER to include in the Bidding Documents, when applicable. B. Furnish to ENGINEER any other available information pertinent to the Project including reports and data relative to previous designs, or investigation at or adjacent to the Site. Nothing contained in this Exhibit or in this Agreement shall be construed to require the OWNER to provide such records in any certain format. The format in which the existing data and documentation will be provided shall be at the sole discretion of the OWNER. C. (Modified). Following ENGINEER's assessment of initially -available Project information and data and upon ENGINEER's written request, furnish or otherwise make available such additional available Project related information and data as is reasonably required to enable ENGINEER to complete its Basic and Additional Services. 1. (Deleted).. 2. (Deleted).. 3. (Deleted).. 4. (Deleted).. 5. (Deleted).. 6. (Deleted).. D. (Deleted).. E. (Modified). Authorize ENGINEER to provide Additional Services as set forth in Part 2 of Exhibit A of the Agreement as the OWNER determines is necessary. F. (Modified). Arrange for access to and make all provisions for ENGINEER to enter upon public and private property as required for ENGINEER to perform services under the Agreement. G. Examine all alternate solutions, studies, reports, sketches, Drawings, Specifications, proposals, and other documents presented by ENGINEER (including obtaining advice of an attorney, insurance counselor, and other advisors or consultants as OWNER deems appropriate with respect to such examination) and render in writing timely decisions pertaining thereto. Page 1 of 2 Pages (Exhibit B OWNER's Responsibilities) H. (Deleted).. I. (Deleted).. J. Advise ENGINEER of the identity and scope of services of any independent consultants employed by OWNER to perform or furnish services in regard to the Project, including, but not limited to, cost estimating, project peer review, value engineering, and constructability review. K. (Deleted).. L. (Deleted).. M. (Deleted).. N. (Deleted).. Page 2 of 2 Pages (Exhibit B — OWNER's Responsibilities) This is EXHIBIT C, consisting of 2 pages, referred to in and part of the Agreement between OWNER and ENGINEER for Professional Services dated Payments to ENGINEER for Services and Reimbursable Expenses Article 4 of the Agreement is amended and supplemented to include the following agreement of the parties: ARTICLE 4 -- PAYMENTS TO THE ENGINEER C4.01 For Basic Services Having A Determined Scope —Cost not to Exceed Method of Payment A. OWNER shall pay ENGINEER for Basic Services set forth in Exhibit A as follows: 1. (Modified). A cost not to exceed amount of $502.218.90based upon the rate schedule, which is attached as Appendix 1 of Exhibit C and incorporated herein for all intents and purposes. This amount includes those ENGINEER'S Consultant's charges and will be distributed at the completion of each phase in the following amount: Task 1 1,11.1se Preliminary Engineering Aniount Not to Exceed $205,790.98 2 Goose Creek Bridge Assessment $15,515.90 3 Conceptual Landscape Architecture $21,069.78 4 Diagrammatic Concept Plan $75,491.91 5 Technical Memorandum $14,682.79 6 Environmental and public Involvement $11,829.26 9 1 Franchise Utility Coordination $75,158.14 10 Project Management $76,648.90 11 Topographic Survey $6,031.24 Total NTE $502,218.90 2. (Deleted).. 3. The cost not to exceed includes compensation for ENGINEER's services and services of ENGINEER's Consultants. Appropriate amounts have been incorporated in Initial: OWNER ENGINEER the cost not to exceed to account for labor, overhead, and profit. 4. The portion of the amount billed for ENGINEER's services will be based upon total services actually completed during the billing period, which shall be a calendar month. Invoices shall be tendered no more often than once a month for all of the services performed during the applicable month. C4.02 For Basic Services Having An Undetermined Scope -- Direct Labor Costs Tinies a Factor Method of Payment A. (Not Used). C4.03 For Additional Services A. OWNER shall pay ENGINEER for Additional Services as follows: 1. General. For services of ENGINEER's employees engaged directly on the Project pursuant to paragraph A2.01 or A2.02 of Exhibit A of the Agreement, except for services as a consultant or witness under paragraph A2.01.A.13, an amount based upon the actual hours worked and the rate schedule, which is attached as Appendix 1 of Exhibit C and incorporated herein for all intents and purposes plus Reimbursable Expenses. Additional Services shall not be performed without the prior written consent of the OWNER. Specifically, Tasks 7 and 8, if authorized, shall not exceed the following: Amount I'ask Phase Not to Exceed 7 Historical Resource Survey $702.44 8 USACE Permitting 473.74 Total NTE $1,176.18 Page 1 oft Pages (Exhibit C - Basic Services With Determined Scope -- Cost not to exceed Method) C4.04 For Reimbursable Expenses A. (Modified). When not included in compensation for Basic Services under paragraph C4.01, OWNER shall pay ENGINEER for Reimbursable Expenses as the rate set forth in Appendix 2 of this Exhibit C. Before the OWNER shall be liable for any reimbursable expenses, the ENGINEER must obtain prior written approval of the OWNER of any expense that exceeds $1,000 for which the ENGINEER seeks reimbursement. Reimbursable Expenses shall not exceed the following (which include the Factor) whether incurred by the ENGINEER or ENGINEER's consultant(s): Task 1 Illase PreliminaryEngineering Aniount Not to Exceed $911.50 2 Goose Creek Bridge Assessment $1,847.50 3 Conceptual Landscape Architecture $360.38 4 Diagrammatic Concept Plan $750.00 5 Technical Memorandum $649.00 6 Environmental and public Involvement $163.50 9 Franchise Utility Coordination $908.75 10 1 Project Management $1,012.25 11 opographic Survey $194.75 Total NTE $6.797.63 B. (Modified). Reimbursable Expenses include the following categories: mileage, parking tolls, long distance, reproduction of Drawings, Specifications, Bidding Documents, and similar Project -related items in addition to those required under Exhibit A, and, if authorized in advance by OWNER. C. The amounts payable to ENGINEER for Reimbursable Expenses will be the Project -related internal expenses actually incurred or allocated by ENGINEER, plus all invoiced external Reimbursable Expenses allocable to the Project, the latter multiplied by a Factor of (1.10). Travel, meals, mileage, rental cars, and like expenses are not subject to the 1.10 Factor. D. (Deleted).. E. (Added). The OWNER must approve all travel expenses before the same are incurred. If such approval is not obtained, the OWNER shall not be liable for such travel expenses. C4.05 For ENGINEER's Consultant's Charges A. (Modified). Whenever compensation to ENGINEER herein is stated to include charges of ENGINEER's Consultants, those charges shall be the amounts billed by ENGINEER's Consultants to ENGINEER times a Factor of 1.0. The consultant charges shall not exceed the following amounts specified for each of the following services. The charges include the factor, and are as follows: For Basic Services: For Required Additional Services approved by the OWNER: Amount Task Phase Not to Exceed 7 Historical Resource Survey $11,107.28 8 USACE Permitting $5,338.58 Total NTE $16,445.86 C4.06 Direct Labor Costs A. Direct Labor Costs means salaries and wages paid to ENGINEER's employees but does not include payroll related costs or benefits. B. (Deleted).. 4.07 Factors (Deleted). C4.08 Other Provisions Concerning Payment A. Progress Payments. The portion of the amounts billed for ENGINEER's services which are identified in paragraphs C4.01 and C4.03, will be based on the rate schedule for the cumulative hours charged to the Project during the billing period by all of ENGINEER's employees, plus Reimbursable Expenses and ENGINEER's Consultant's charges, if any. Page 2 of 2 Pages (Exhibit C - All Other Services/Charges -- Cost not to Exceed Method of Payment) APPENDIX 1 OF EXHIBIT C — HOURLY RATES Hourly Rates: All services are to be billed on an hourly basis based on time and materials and based upon the following rates: Project Manager $245.04 Quality Manager $228.71 Senior Engineer $222.17 Project Engineer $169.90 Design Engineer $143.76 EIT $114.35 Senior CADD Operator $107.82 CADD Operator $91.48 Senior Transportation Planner $212.37 Transportation Planner IV $156.83 Transportation Planner III $130.69 Senior Landscape Architect $196.03 Landscape Architect $124.15 Senior Public Involvement Officer $179.90 Public Involvement Officer $143.76 Public Involvement Specialist $117.62 Admin/Clerical $75.15 Page 1 of 1 Pages (Appendix 1 of Exhibit C - Hourly Rates) APPENDIX 2 OF EXHIBIT C — REIMBURSEMENT OF COSTS External Reproduction and Deliveries: Cost plus 100b Internal expenses: Cost Mileage: IRS Rate Travel: Cost Page 1 of 1 Pages (Appendix 2 of Exhibit C Reimbursement of Costs) This is EXHIBIT E, consisting of 2 pages, referred to in and part of the Agreement between OWNER and ENGINEER for Professional Services dated Initial: OWNER ENGINEER NOTICE OF ACCEPTABILITY OF WORK PROJECT: OWNER: OWNER's Construction Contract Identification: EFFECTIVE DATE OF THE CONSTRUCTION AGREEMENT: CONSTRUCTION CONTRACT DATE: ENGINEER: To: And To: OWNER CONTRACTOR The undersigned hereby gives notice to the above OWNER and CONTRACTOR that the completed Work furnished and performed by CONTRACTOR under the above Contract is acceptable, expressly subject to the provisions of the related Contract Documents and the terms and conditions set forth on the reverse side hereof. By: Title: Dated - Page 1 of 2 Pages (Exhibit E Notice of Acceptability of Work) (Reverse side of Notice) CONDITIONS OF NOTICE OF ACCEPTABILITY OF WORK The Notice of Acceptability of Work ("Notice") on the front side of this sheet is expressly made subject to the following terms and conditions to which all persons who receive said Notice and rely thereon agree: 1. Said Notice is given with the skill and care ordinarily used by members of the engineering profession practicing under similar conditions at the same time and in the same locality. 2. Said Notice reflects and is an expression of the professional judgment of ENGINEER. 3. Said Notice is given as to the best of ENGINEER's knowledge, information, and belief as of the date hereof. 4. (Modified). Said Notice is based entirely on and expressly limited by the scope of services ENGINEER has been employed by OWNER to perform or furnish during construction of the Project (including observation of the CONTRACTOR'S work) under ENGINEER's Agreement with OWNER and applies to facts that are within ENGINEER's knowledge or could or should have been ascertained by ENGINEER as a result of carrying out the responsibilities specifically assigned to ENGINEER under ENGINEER's agreement with OWNER. 5. (Modified). Said Notice is not a guarantee or warranty of CONTRACTOR's performance under the Construction Contract nor an assumption of responsibility for any failure of the Contractor to furnish and perform the work thereunder in accordance with the Contract documents, unless ENGINEER knew or should have known of such failure and failed to notify the Owner of such failure and take appropriate action so that the same were corrected and brought into compliance with the Contract Documents. Page 2 of 2 Pages (Exhibit E Notice of Acceptability of Work) This is EXHIBIT G, consisting of 2 pages, referred to in and part of the Agreement between OWNER and ENGINEER for Professional Services dated Initial: OWNER ENGINEER Insurance Paragraph 6.05 of the Agreement is amended and supplemented to include the following agreement of the parties. G6.05 Insurance Throughout the term of this Agreement, the ENGINEER at its own expense shall purchase, maintain and keep in force and effect insurance against claims for injuries to or death of persons or damages to property which may arise out of or result from the ENGINEER's operations and/or performance of the work under this Agreement, whether such operations and/or performance be by the ENGINEER, its agents, representatives, volunteers, employees or subcontractors or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable. The ENGINEER's insurance coverage shall be primary insurance with respect to the OWNER, its officers, agents and employees. Any insurance or self-insurance maintained by the OWNER, its officials, agents and employees shall be considered in excess of the ENGINEER's insurance and shall not contribute to it. Further, the ENGINEER shall include all subcontractors as additional insureds under its commercial general liability policies or shall furnish separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all of the requirements stated herein. The following is a list of standard insurance policies along with their respective minimum coverage amounts required in this contract: Commercial General Liability (CGL) General Aggregate: $2,000,000 Products & Completed Operations: $1,000,000 Personal & Advertising Injury: $1,000,000 Per Occurrence: $1,000,000 a. Coverage shall be broad form CGL. b. No coverage shall be excluded from standard policy without notification of individual exclusions being attached for review and acceptance. Business Automobile Policy (BAP) Combined Single Limits: $1,000,000 a. Coverage for "Any Auto." Workers' Compensation Insurance Statutory Limits Employer's Liability $1,000,000 Waiver of Subrogation required Errors & Omissions (E&O) Limit: $2,000,000 a. For all engineers, and/or design companies. b. Claims -made form is acceptable. c. Coverage will be in force for three (3) years after project is completed. Page 1 of 2 Pages (Exhibit G - Insurance) Upon execution of this contract, ENGINEER shall file with the OWNER valid Certificates of Insurance and endorsements acceptable to the OWNER. Such Certificates shall contain a provision that coverage afforded under the policies will not be canceled, suspended, voided, or reduced until at least thirty (30) days' prior written notice has been given to the OWNER via certified mail, return receipt requested. The ENGINEER shall also file with the OWNER valid Certificates of Insurance covering all subcontractors. The following are general requirements applicable to all policies. a. AM Best Rating of A -:VII or better. b. Waiver of subrogation required. c. Insurance carriers licensed and admitted to do business in State of Texas will be accepted. d. Liability policies will be on occurrence form. E & O can be on claims -made form. e. OWNER, its officers, agents and employees are to be added as Additional Insured to the commercial general liability and business automobile policies. f. Upon request of and without cost to OWNER, certified copies of all insurance policies and/or certificates of insurance shall be furnished to OWNER's representative. Certificates of insurance showing evidence of insurance coverage shall be provided to OWNER's representative prior to execution of this agreement. g. Upon request of and without cost to OWNER, loss runs (claims listing) of any and/or all insurance coverage shall be furnished to OWNER's representative. Page 2 of 2 Pages (Exhibit G - Insurance) This is EXHIBIT K, consisting of 1 pages, referred to in and part of the Agreement between OWNER and ENGINEER for Professional Services dated Initial; OWNER ENGINEER Indemnification ENGINEER AGREES TO AND SHALL INDEMNIFY AND HOLD HARMLESS AND DEFEND OWNER, ITS OFFICERS, AGENTS, AND EMPLOYEES (HEREAFTER REFERRED TO AS "OWNER") FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, CAUSES OF ACTION, SUITS AND LIABILITY OF EVERY KIND, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, AND ATTORNEY'S FEES, FOR INJURY TO OR DEATH OF ANY PERSON, FOR DAMAGE TO ANY PROPERTY OR FOR ANY BREACH OF CONTRACT TO THE EXTENT ARISING OUT OF OR IN CONNECTION WITH AN ACT OF NEGLIGENCE, INTENTIONAL TORT, INTELLECTUAL PROPERTY INFRINGEMENT, OR FAILURE TO PAY A SUBCONTRACTOR OR SUPPLIER COMMITTED BY THE ENGINEER OR THE ENGINEER'S AGENT, ENGINEER UNDER CONTRACT, OR ANOTHER ENTITY OVER WHICH THE ENGINEER EXERCISES CONTROL (COLLECTIVELY ENGINEER'S PARTIES). IT IS THE EXPRESSED INTENTION OF THE PARTIES HERETO, BOTH ENGINEER AND OWNER, THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH IS INDEMNITY BY ENGINEER TO INDEMNIFY AND PROTECT OWNER FROM THE CONSEQUENCES OF ENGINEER'S PARTIES' OWN WILLFUL MISCONDUCT, JOINT OR SOLE NEGLIGENCE AS WELL AS THE ENGINEER'S PARTIES' INTENTIONAL TORTS, INTELLECTUAL PROPERTY INFRINGEMENTS, AND FAILURES TO MAKE PAYMENTS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. SUCH INDEMNITY SHALL NOT APPLY, HOWEVER, TO LIABILITY ARISING FROM THE PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE OF PERSONS THAT IS CAUSED BY OR RESULTS FROM THE NEGLIGENCE OF ANY PERSON OTHER THAN THE ENGINEER'S PARTIES. IN THE EVENT THAT ANY ACTION OR PROCEEDING IS BROUGHT AGAINST THE OWNER FROM WHICH THE OWNER IS INDEMNIFIED, ENGINEER FURTHER AGREES AND COVENANTS TO DEFEND THE ACTION OR PROCEEDING BY LEGAL COUNSEL ACCEPTABLE TO THE OWNER. THE INDEMNITY PROVIDED HEREINABOVE SHALL SURVIVE THE TERMINATION AND/OR EXPIRATION OF THIS AGREEMENT. By this Agreement, the OWNER does not consent to litigation or suit, and the OWNER hereby expressly revokes any consent to litigation that it may have granted by the terms of this Contract or any other contract or agreement, any charter, or applicable state law. Nothing herein shall be construed so as to limit or waive OWNER'S sovereign immunity. ENGINEER assumes full responsibility for its work performed hereunder and hereby releases, relinquishes and discharges OWNER, its officers, agents, and employees from all claims, demands, and causes of action of every kind and character for any injury to or death of any person and/or any loss of or damage to any property that is caused by or alleged to be caused by, arising out of, or in connection with ENGINEER's work to be performed hereunder. This release shall apply with respect to ENGINEER's work regardless of whether said claims, demands, and causes of action are covered in whole or in part by insurance. The protections afforded to OWNER in this Exhibit K shall control and supersede any apportionment of liability or release of liability contained elsewhere in the Contract Documents. Furthermore, the provisions contained in this Exhibit "K" shall survive the termination and/or expiration of this Agreement.