Ordinance No. 14,235ORDINANCE NO. 14,235
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS,
AUTHORIZING AND DIRECTING THE CITY MANAGER TO EXECUTE AND
THE CITY CLERK TO ATTEST TO A PROFESSIONAL SERVICES AGREEMENT
WITH DANNENBAUM ENGINEERING CORPORATION FOR ENGINEERING
SERVICES ASSOCIATED WITH THE CITY OF BAYTOWN MASTER DRAINAGE
PLAN; AUTHORIZING PAYMENT BY THE CITY OF BAYTOWN IN AN
AMOUNT NOT TO EXCEED THREE HUNDRED THOUSAND AND NOI100
DOLLARS ($300,000.00); MAKING OTHER PROVISIONS RELATED THERETO;
AND PROVIDING FOR THE EFFECTIVE DATE THEREOF.
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BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS:
Section 1: That the City Council of the City of Baytown, Texas, hereby authorizes and
directs the City Manager to execute and the City Clerk to attest to a Professional Services Agreement with
Dannenbaum Engineering Corporation for engineering services associated with the City of Baytown
Master Drainage Plan. A copy of the agreement is attached hereto, marked Exhibit "A," and made a part
hereof for all intents and purposes.
Section 2: That the City Council of the City of Baytown authorizes payment to
Dannenbaum Engineering Corporation in an amount not to exceed THREE HUNDRED THOUSAND
AND NOI100 DOLLARS ($300,000.00) for engineering 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 NOI100 DOLLARS ($50,000.00) or less, provided
that the amount authorized in Section 2 hereof may not be increased by more than twenty-five percent
(25%).
Section 4: This ordinance shall take effect immediately from and after its passage by the
City Council of the City of Baytown.
INTRODUCED, READ and PASSED by the affirmative vote of the City ncil of the City of
Baytown this the 241h day of October, 2019.
BRANDON CAPETILLO, Ayor
svri'4
Qwmft�: .i
APPROVED AS TO FORM:
ACINACIO RAMIREZ, SR., qit Attorney
'.'.COBFS01'LegaWarenTiles City CouncihOrdinances\2019.October 24\AuthorizeDannebaumEngineeringProfessionalServicesAgreement4MasterDrainagePlan.doc
EXHIBIT A
S1 ANDARD FORM OF AGREEMENT
BETWIJEN OWNER AND ENGINEER
FOR
PROFESSIONAL SERVICES
71JIS ACIR>~,F;MENT effective as of the day of October, 2019 ("Effective Date'+).
Between
City of Baytown (!'OWNER.'')
and
DANNENBAlLIM ENGINEERING CORPORATION( ("ENGINEER")
OWNER intends to contrail to provide professional engineering Fos, a roaster drainage plan for the City of Baytown
(the "Project'). The scope of work for the Project involves the following f ve (5) m5joe areas. (1) data coVection
and review, (ii) stormwater modeling, (iii) cost estimates (iv) documentation, and (v) project management. The
master drainage plan shall accomplish the following objectives:
1. Establish existing conditions for the study areas identified in the attached exhibits.
• Identify and document existing drainage patterns and existing drainage
infrastructure.
• Identify the level of service of the existing systems.
• Develop watersheds far the drainage systems identified in the attached exhibits.
• Identify existing drainage anal flooding problems within the City.
• Prepare updated hydrologic and hydraulic models for drainage systems identified in the attached
exhibits.
Address the extension of trunklines to include areas In the ETJ
3. Develop flood control alternatives that are cost-effective and implerntminbte
4. Address mitigation regwred to implement drainage improvements.
OWNER and EN(' 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
EXHIBIT A
TABLE OF CONTENTS page
AWrk],61'SERVICES 0FENGINEER .... ................................... ................... .................................. ...................... 3
l.0lOcopu_.................... ^.......... ..................................... .................................................................................... u
ARTICLE 2'OWN8W8BE0POmSLBUTDES............ ....... ..-....... ....................................................... ...................... 3
2.O1General ............................................ .................................................................................................................. 3
ARTICLE 3'7lwOE--SFOR RENDERING SERVICES ....................... ..... .''-............................................................... 3
].0lGeneral .............................................................................................. .............................................................»
3.02Suspension ...... ................................................................................................................................... -'~~-~3
ARTICLE 4'PAYv4E N78TO ENGINEER ......................... ....... .......................................... ........................................ s
4.0lMethods n[Payment for Services and Reimbursable Expenses of8NGINEGR............................................. 3
4.02 Other Provisions CoomrningPayments ............................................. ........................ ..................... ................ 3
ARTICLE5'OPINIONS QPCOS] ........................ ........... ....... ...................... ............................................................... 4
lO] Opinions n[Probable <}moniatinoCost, ................................................... ............ ....................................... 4
5.02 Designing tuConstruction Cost Limit ...... ........................ ............... ........................................................... ... 4
103 Opinions uyTotal Project Costs ................................................. ................................................................... 4
ARTICLE 8'GENERAL CONSIDERATIO14S ........... .................. ......... ....................................................................... 4
6.OlStandards oy9ebrwonon................ __....... ..... ...... .............................................................................. 4
6.02Authu6aed Project Representatives ................................................................................................................... 5
6.08Design without Construction Phase Services .................................................................................................... h
6V4Use *fDocuments -...................... ................................................. ........... .................... ............................ 6
6.050uk"rmocc .------.-.-........-~.---.......-.~_..----'~~--'---------- 6
6.06Termination ............................................. ...................... .^--_-----_'_-.--h
6.07Controlling Law ............... -.............. .... .................................................................... ..................................... 7
8.08Successors, Assigns, and Beneficiaries ....................... ........................................................................... ....... 7
6.89Dispute Resolution ........................................................... ............................................................. .................. v
6.NGimrduwxEnvironmental Condition ................................................................................................................ y
6.\\Allocation m[Risks ................................... ............................... .................................................. ...................... 8
6.1%Notices ....................... ......... ................ ............... ............................................................................................. u
6.8Survival ..................................................................... ................................................................ ................. -,u
6. t4SwverabiGty...................................... ................................................................................................................. x
6-Y5Waiver ................................... ........................................................................................................ .................. 8
61aHeadings ......... ................................................................................................................................................. m
ARTICLE7'DBfIND7UN8-............... ................................. .................. .......... ........... ..... ......---...... .-..... U
7.O|CeUncd3emns`............. --- ........ ~--~-'^--^—~.~--'~^'~^-~'~~'~^'~^~^^-^^'^~'~^*
ARTICLE 8'EXHIBITS AND SPECIAL PROVISIONS ................................................................... ......... ................ /I
&0lCxbibhuIn*ludvd.............................................................................. ..... ........................................................
�|
Standard Form vfAgreement
Between Dvmierand Engineer for Professional Oonicxm
EXHIBIT A
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 ONVNER, ENCINEER is authorized to begin Basic
Services as set forth in Exhibit A.
C. (Deleted)
ARTICLE 2 - OWNER'S RESPONSIIII1L ITIES
2.01 General
A, OWNER $trail have the responsibilities set forth
herein and in Exhibit B.
A W11CLU 3 -TIMES F'OR RENDERING SERVICES
3.01 General
A. (Modified) ENGINEER'S services and compensation
under this Agreement have been agreed to for the Project
together with other services specified in Exhibit A.
UNGIN'f.BR's obligation, to render services hereunder will be
for whatever period necessary for the final completion of said
services.
B. (Deleted)
C. (Modified) For purposes of this Agreement the tern
"day" means a calendar day of2d hours.
3.02 Suspension
A. (Deleted)
B. (Modified) if ENGINEER's services are delayed or
suspended in whale or in part 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, among other things, such delay or suspbnsion
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 pail by ENGINEER, its
officers, agents, or employees. If 13NOTNM- causes or
contributes to the delay or suspension. ENGINEER shall have
no right to §eek additional compensation.
ARTICLE 4 - PAYMENTS TO 1NGINE:ER
4:01 Methods of Payment for Services and
Reimbursable Expenses of KNGiNEF,R
A. For Basic Servim, OWNER shall pay ENGINEER
for Basic Services perfimmed or famished under Exhibit A,
Part 1, as se! forth in Exhibit C.
B. For Additional Services. OWNER shall pay
ENGINEER for Additional Services performed or furnished
under INhibit A� Part 2, as set forth in E*bit C.
C. (Modified) For Reinrbursatlle F_rpolrses. In
addition to payments provided for in paragraphs 4.01.A and
4.012, OWNER shall pay gNGTNEER for Reimbursable
Expenses incurred by ENGIMER and ENG[NEER's
Consultants as set forth in Exhibit C lioweycr, all expenses
associated with meals and lodging must be approved in
writing by OWNER prior to 4NGINMR 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 oJ`Invoices. Invoices will be prepared
in accordance with OWNER's standard processing practices
and will Cc submitted to OWNER monthly via mail by
ENGi IRE11, unless otherwise agreed. ENGINEER shall
Supply detailed back-up Information along with each invoice
in order fors the OWNER to of edively evaluate the fees and
charges, The amount billed in each invoice will be calculated
as set forth in Oxhibit C. Invoices shall be received by the
OWNER not later than sixty (60) days from the date
ENGINEER and/or its subconsultams perform the services or
incur the expense. Failure by 1NGRGMR tp comply with the
requirements herein in a timely manner with this requirement
shall result in ENGINEER'S invoice being denied.
B. (Wdified) Payment of involem. invoices are due
and payable within thirty (30) days after the receipt of the
invoice and the necessary backup informatir.n. If OWNER
fails to snake any payment due ENGINEER for services and
expenses within third (30) days after receipt of ENG1N EKs
invoice and the required backup documentation therefor, the
amounts due ENGMEER 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
Standard 'Form of Agteement
Between Owner and Engineer for Professiohal Services
Page 3 of 12
EXHIBIT A
the 30th day. i CANBEA may alley giving seven (7) days'
written notice to OWNER 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 intciest of penalty as set forth
herein on any portion of an invoice that is disputed andlor
withheld in accordance with paragrAph 4.02 and that
E.NGINLER will not suspend services under the agreement on
account of a disputed invoice or on acoount of monies
Withheld. All payments will be credited first to principal and
then to interest
C. Disntued Invoices. In the event of a disputed or
c:9mtestcd invoice, only that portion so contested may be
withheld from payment, and the undisputed portion will be
pa-d.
D. Pgyments Upon Termination. In the event of any
termination under section 6.06, ENGfNEBR will be entitled to
invoice OWNER and will be paid in accordance with Exhibit
C 'or 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)
a (Modified) Recads o% FNQINb,. Ms Costs.
Records of ENGINI IFWs costs pertinent to ENOINEFR'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. Uglslalive Actirnrs. In the event of legislative
actions after the Effective 0aln of the Agreement by any level
of government that impose taxes, fees, or costs on
i:NGi FXs services or other costs in connection with this
Project or compensation therefor, such new taxes, foes, or
cowls shall be invoiced to and paid by OWNER as a
Reimbursable Expense, Should such taxes, feces, or costs be
imposed, they shall be in addition to ENGINEER's estimated
total compensation.
G. (Added) Indebledne8s. 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 OWNEWs
Director of Finance in writing. If the OWNER's Director of
Finance becomes aware that LNGI:NF.ER has incurred a
debt, the OWNEWs Director of Finance shall immediately
notify ENGINEER in writing. If ENGINEER does not pry
the debt within 30 days of either such notification, the
OWNER's Director of Finance may deduct fiends in an
amount equal to the debt from tiny payments owed to
ENGINE111 under this Agreement, and ENGINEER waives
any recourse therefor.
H. (Added). No Boycall Israel. ENGINEER agrees
that it will not boycott Israel during the tern of this
Agreement. As used in this section, "boycott Israel" means
refusing to deal with, terminating business activities with, or
otherwise taking ally action that is intended to penalize,
inflict economic harm on, 6r limit conn»ercial relations
specifically with Israel, or with a person or entity doing
business in Israel or in an Israeli -controlled territory, but
does not include on action made for ordinary business
purposes.
AWfJCLI? 5 OPINIONS OF COST
5.01 Opinions of Probable Construction Cost
A. ENGM-ER's opinions of probable Construction
Cost provided for herein are to be made on the basis of
ENG(NLER's experience and qualifications and represent
CNGI➢VEER's best judgment as an expefrcuced and qualified
professional generally familiar will► tite industry. However,
since ENGiNE'ER has no control over tine 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 ptabable Construction Cost,
OWNER shall employ an independent cost estimator as
provided in W)ibit B.
5.02 Designing to Construction Cost Limit
A (Deleted)
5.03 Opinions of Totill Project Costs
A. (Delcled)
ARTICLE 6 - GEINFRAL 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 shill
ordinarily used by persons performing the applicable
disciplines, including, but not limited to, surveyors and
Standard Fonn of Agreement
Between Owner and Engineer for Professional Services
Page 4 of 12
EXHIBIT A
professional engineers, practicing under similar circumstances
at the same time and in the same locality.
B. (Modified) UNWNEER and all professionals
performing services under this Agreetttent shall be responsible
for the technical accuracy of their services and documents
resulting therefrom, and OWNER shall not be responsible for
discovering dcFieiencie., therein. ENGINEER. shall correct
such deftcierrcies without additional compensation except to
the extent such action is directly attributable to deficiencies in
OWNER -furnished information upon which ENGINEER is
sulhorized to rely as provided in Section 6.01.E.
C. ENGINEER shall perform or furnish professional
engineering and related services in all phases of the Projeci to
which, this Agreement applies. .ENGINEER shall serve as
OWNER's prime professional fnr the Project. ENGINEER
may employ such ENGINEER's Consultants as ENGINEER
deems necessary to assist it the performance or Curnishing of
the services. ONQINEER shall not be required to employ any
ENG1NEER's Consultant unacceptable to ENGINEER. All
such professionals shall be appropriately licensed and.ior
registered to practice in the State ofTexas,
D. ENGINEER and OWNER shall comply with
applicable Laws or Regulations and OWNER -mandated
standards. 'lluis Agreement is based on these requirements as
of its EMctivc Date. Changes to these requirements after the
Et%ctive hate of this Agmenuent may be the basis for
modifications to OWNZR's responsibilities or to
ENGINEER's scope of services, times of performance, or
compensation.
E. (Modified) OWNER shall he responsible for, and
ENGINEER may rely upon, the accuracy and compictenest of
all requirements, programs, instrucdons, reports, data, and
other information fiurnished by OWNER to ENGINEER
pursuant to this Agreement unless expressly stated or
communicated otherwise by OWNER. ENGU%%ER may use
such requirements, reports, data, and infbrmation in
performing or furnishing sevices 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, OWNi3R shall notify ENGINEER of any variations
from the language indicated in Exhibit E, "Notice of
Acceptability of Work," or of any other notice of certification
that ENGINEER will be requested to provide to OWNER or
th rd 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 arc necessary to enable
ENGINEER to provide the notices or certifications requested
H. (Modified) HNGiNEER shall not be required to sign
any documents, no matter by whom requested, that would
result in ENGINEERN having to certify, guarantee or grant
the existence of conditions whose existence EN13IN89k
cannot ascertain, provided, that ENGINEER has exercised
due diligence and was not otherwise requireed to certify,
guarantee or Aarrant the existence otsuch conditions.
I During the Construction Phase, ENGINEER shall
not supervise, direct, or have control over Contractor's work,
nor shall ENGINEER have authority over or responsibility for
the means, methods, techniques, sequences, or procedures of
construction selected by Contractor, for safety precautions and
programs incident to the t Qatractorrs work in progress, nor for
any failure of Contractor to Comply With Laws and
Regulations applicable to Contractor's furnishing and
performing ilia Work.
J. (Modifted) ENGINEER neither guarantees the
pFr•forniaricn 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
13NO NEER from liability for any such failure about which
ENGINEER knew or should have known existed in the
exercise of ) NOOMEWs services under this Agreement.
K. (Modified) ENGINEER shall not be tiespQnsible for
the acts or omissions of any Contractor's), subcontro0wr Qr
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 t3NGINE k.
L. (Modified) The Genora' 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, FNGINERR and OWNER shall designate
specific individuals to act as BNGINEE,R's and OWNER's
representatives with respect to the services to be performed or
furnished by ENGINEER and responsibilities of OWNER
under Ibis Agreement. Such individuals shall have aulbgrity
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 5 of 12
EXHIBIT A
to transmit instnictions, teceiVe information, and render
decisions relative to the Project on behalf of each respective
party.
6.03 Design without Construction phase Services
(Deleted)
6.04 Use of Documents
A. (Modified) Upon execution of this Agreement,
I,NGINE.ER wants to the OWNER an ownership interest in
the Instruments of Service. SNI rMER shall obtain similar
interests from the OWNER and ENGINEER's consultants
consistent with this Agreement. Within seven days of any
termination or expiration ofthis Agreement, 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 ofthe Project.
B. (Modified) Copies of OWNER-fumished 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 electrnnie 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
professionals. 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 car
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 sixty (60) days, after which the receiving
party shall be deemed to have accepted the data thus
transferred. The party delivering the electronic tiles will
correct any errors detected within the sixty (60) day
acceptance period. ENGINEER shall not be responsible to
maintain documents stored in electronic media, format after
acceptance by OWNER.
E. When transferring documents in electronic media
format, CNGINEEP, makes no representations as to long-term
comiratibility, 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
01i KBR'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. (Deleted)
C. (Deleted)
D. (Deleted)
E. (Deleted)
E At anytime, 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 Cxhibit G. If so
requested by OWNER, with the concurrence of ENGINEER,
and if commercially available, ENGINEER shall obtain and
shall requice ENGINI?ER'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
A. (Modified) The obligations hereunder may be
terminated:
Standard Form of Agreement
Between Owner and 13ngineer for Profirssional Services
Page 6 of 12
EXHIBIT A
1. ror cause,
a. �Iyiodified) By either party upon 6irty (30)
days written notice in the event of failure by the other
party to perforM in aceordaacc with the terms hereof
through no fault ofthe terminating party; or
b. By ENGINEER upon seven (7) days
written notice if ENGiNEER is being requested by
OWNER fo titrnish or perform services caitrary to
ENG1N�ER's responsibility as a licensed
professional.
c. Notwithstanding the )'oregbin& this
Agreement will not terminate as a result of such
substantial failure if the patty receiving such notice
begin within seven (7) days of receipt of such
notice, to correct its failure to perform and proceed,
diligently to cure such failure within no more than
thirty QO) days of receipt thereofi provided,
however, that if and to the extent such substantial
failure cannot be reasonably cured within such (30)
day period, and iFsuch party has diligently attem} ted
to cute the same and thereafter coni:inucs diligen*
to cure the same then the cure period provided for
herein shalt extend up to, but in no case more than
sixty (60) days after the date of receipt of the notick.
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
mignmedt will release or discharge the assignor from any
duty or responsibility under ibis Agreement.
C. Unless expressly p►c vided othe►wise in this
Agreement;
I. Nothing in this Agreement shall be construed to
create, impose, or give rise to any duty owed by OWNER
or ENGINUM, 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.Cshall appear in the Contract Documents.
6.09 (Deleted)
6.10 Hazardous Environmental Condition
A. OWNER represents to ENGINEER, that to the best
2. f'or cepmwnie:nce by OWNER effective upon the of its loowlcdgo a HavAMOus Environmental Condition does
receipt of notice by ENGINEER. not exist.
E. Deleted)
6.07 Controlling Law
A. This Agreement is to be governed by the law of The
state in which the Project }F located. Venue for all purposes
shall be in Harris County, Texas,
6.08 Successors, Assigns, and Beneficiaries
A. OWNER and IIN43INEER each is hereby bound and
the partners, successors, executors, Administrators and legal
representatives of OWNER and ENGINEER (and to the
extent permuted ky paragraph 6.011.13 the assigns of OWNER
and ENGINEER) are hereby bound to the other parry to this
Agreement and to the partners, Successors, executors,
administrators and legal representatives (and said assigns) of
such other, patty, in mspect of all covenants, agreements and
obligations of this Agm6nignt_
B. Neither OWNER nor ENGINEER may assign,
stiblet, or transfer any rights under or interest (including, but
without limitation, moneys that are due or may become due) in
B. (Modified) OWNER has disclosed to the best of
its knowledge and belief to ENGINEER the existence of all
Asbestos, PCB% Pehnleum, Hazardous Waste, or
Radioactive Material located at or near the Site, including
type, gttahtity 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 UNGINEMs
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, ENGINI'GR may, at its option and
without liability for consequential or any other damages,
suspertd performance of services on the portion of the Project
affected thereby until OWNER (i) retains appropriate
specialist consullant(s) or contractor(s) to identify and, as
appropriate, abate, remodiate, or remove the Har►rdom
Environmental Condition; and (ii) warnuits that the Site is in
full compliance with applicable Laws and Regulations.
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 7 of 12
EXHIBIT A
C OWNER apknowledges that )'NGINFFk is
performing professional scrvices for ONYNER and that
ENGINEER is not and shall not be required to become an
r'an'anger," "operator," "genemtol," or "transporter" of
hazardous substances, as defined in the; Comprehensive
Environmental Response, Compensation, and Liability Act of
1990 (CERCLA), which are qr may be encountered at or near
the Site in connec.�tion with "GINEER's ataivilies cinder this
Agreement
1• If FNGINEER's services under this Agreement
txtnnot be performed because of a UaMrdous Environmental
C'.ondition, the existence of the condition shrill justify
FNGINIRER's tenninating this Agreement for cause on thirty
(30) daye notice.
6.I 1 Allocation of Risks
A. (Modified) fade niification. See Exhibit K
B. (Added) Notwithstanding anything to the contrary
contained in this Agreemcal, the OWNER and ENG1NJ'Alk
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 (lie Federal
Arbitration Act (9 U.S.C. Sections 1-14), or any applicable
State arbitration statute, including, but n¢t limilecl to, the
Texas General Arbitration Act, provided that in the event
that the OWNER is subjected to an arbitration proceeding
notwithslanding this provision, ENOIN113,811 consents to be
joined in the arbitration proceeding if ENGiNEERS
presence is required or requested by the OWNER for
complete reliefto 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 set -vice. Additionally, notices may he
given via facsimile or by electronic mail if such notice is also
given personally, or by registered or certified mai 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 incb:ded in this
Af;rcement will survive its completion or Winnlination for any
reason
6.14 Sever:ihility
A. Any provision or part of the Agreement held to be
void or unenforceable under any taws 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 repince such
stricken provision or part therco' with a valid and enforceable
provision that comes as close as possible to expressing the
intention ofthe stricken provision.
6.15 Waiver
A. Non -enforcement of any provision by either party
shall not c9astitute a waver of that provision, not shall it
affect the enforceability of that provision or or the remainder
of this Agreement
6.16 Ieadings
A. fhc headings used in this Agreement are for general
reference only and do not have special significance.
AKrjCLV - DEFiNITIONS
7.01 Dofned'1'erims;
A. Wherever used in this Agreement (including the
Exhibits hereto) and printed with initial or all capital letters,
the tetras I-sted below have the mennings 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, cor•rtct, or change
the Bidding Documents,
2. Additional Services • The services to be performed
for or famished to OWNER by ENGINEER in accordance
with Exhibit A, Part 2 of this Agreement.
3. Agreemeni--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 forin acceptable to
F,NGiMEIZ which is to be used by Contractor in requesting
progress or final payments for the completion of its Work and
which is to be accompanied by such supporting
documentation as is required by the Contmet Documents.
5. Asbestos —Any material that contains more than one
percent asbestos and is friable or is releasing asbestos fibers
Standard Form of Agreement
Between Owner and lingineer for Professional Services
Page $ of 12
EXHIBIT A
into the air above current action levels established by the
136ted States Occupational Safety and Health Administration.
6. Bathe Services -Tho services to be performed for or
famished 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 Docrtmenis--The advertisement or invitation
to Bid, instructions to bidders, the Bid for' acid att&chments,
the Bid bond, if any, the proposed Contract Documents, and
all Addenda, if any.
9. ChatVe Order --A document recommended by
CNGINEEIt, which is signed by Contractor and OWNER to
authorize an addition, deletion or revision in the Work, or an
adjustment in the CgntrAct Price or The Contract Times, issued
on or after tho 13t1`eotive pate of the Construction Agreement.
10. Consthojotr Agrtrwnen1-7`hc written instnrmem
which is evidence of the agreement, contained in the Contract
Documents, between OWNER and Contractor covering the.
Work.
11 Cunsiructi,,n Contract --The entire and integrated
written agreement between the OWNER and Contractor
concerning the Work.
12. Conttniction Cast --The cost to OWNER of those
portions of the entire Project designed or specified by
ENGR,MER. Construction Cost does not include costs of
services of ENGtAfEI?R or other design professignals and
consultants, cost of land, r'ghts•of-way, or compensation for
damages to properties, or OWNER's costs for legal,
accounting, insurance oounseling of 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 O this Agreement.
Construction Cost is one of the items comprising Total Project
Costs.
13. (Modified) Contovcl Documents --Documents that
e0blish the rights and obligations of the parties engaged in
construction and include the, Construction Agreemenr between
OWNER end GQntrAetoe and all documents referenced
therein, Addenda (which pertain to the Contract Documents),
Contrac(or's Bid (including dodu►neritation accompanying the
Bid and any post -Bid documentation submitted prior to the
notice of award) when attached as an e?&ibi: to the
Construction Agreement, die notice to proceed, the bonds,
appropriate certifications, insurance documents the General
Conditions, the, Supplementary Conditions, the Sleciticaiions
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, aqd ENGMEER's written interpretations and
clarifications issued on or after the Eftlive Bate of the
Construction Agreement Approved Shop Drawings and the
reports and drawings of subsurface and physical conditions
are not Contract Documents.
M Conh aet Prig --The moneys payable by OWNER to
Contractor for completion of the Work in accordance with the
Contract Documents and as stated in the Construction
Agreement.
15. Conhact 7unei--The nurttbers of days or the dales
stated in the Construction Agreement to: (i) achieve lrinal
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 individturl or entity with whom
OWNER enters Into a Construction Agreement.
17, Cipir Lion Peti&x -The time after Final Completion
during which Contracior must corned, si no cost to OWNER,
any Defeciive Work, normally one year after the date of Final
Completion or such longer period of time as may be
proscribed by Laws or Regulations or by the terms of any
applicable special guarantee or specific provision of the
Contract Documents.
18. Defective --An adjective winch. when modifying the
word Work, refers to 'Work that is unsatisfactory, faulty, or
deficient, at that it does not oeaform to the Contract
Docurpenis or dod$ not meet the requirements of any
inspection, reference standard, test, or approval referred to in
the Contract Documents, or IlAs been damaged prior to
4NOiNEE is recommendation of final payment.
19. Documents -balsa, reports, Drawings, Specifications,
Record Drawings, and other deliverables, whether in printed
of electronic media fotmat, provided or furnished in
appropriate phases by ENGINEER to OWNER pursuant to
Otis Agreement
20. D mwnp -`that part of the Contract Documents
prepared or approved by P.NCINUR which graphically
shows the scope, extent, and character of the Work to be
performed by Contractor. Shop Drawings are not Drawings as
so defined.
21. Elective Date of the Conshwedon Agreement —The
date indicated in the Construction Agreement on which it
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 9 of 12
EXHIBIT A
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. Weclive 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
Agreeinent is signed and delivered by the last of the two
patties to sign and deliver.
23. ENGINhER's Consultants —Individuals or entities
having a contract with E-NGIMaF.R to furnish scnvices with
respect to this Nject as i'sNGM]ER's independent
professional associates, consultants, subcontractors, or
vendors. The term ENGINEER includes ENGINEP..R's
Consultants.
24. neld Order -,A written order issued by ENGINEER
which directs minor ohmiges in the Work but which does not
involve n change iii the Contract Price or the Contract Times.
25. hind Completion shall mean that all work has been
coinpletetl, 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 OWNE?R, and the Project has been finally
accepted by the OWNER.
26. Generol Condillons-That part of the Contract
Documents which sets forth terms, conditions, and procedures
that govern the Work to be performed or Cumrshed by
Contractor with respect to the Project.
27, Hazardous Envhvnme» tal Condition —The presence
at the Site of Asbestos, PCBs, Petroleum, PlAzardous Waste,
or Radioactive Materials in such quantities or ciraunstancm
that may present a substantial danger to persons or property
exposed thereto in connection with the Work.
28. Ha my -does Waste —The term Hazardous Waste shall
have the tnearting provided in Seotion 1004 of the So:id Waste
Disposal Act (42 USC Section 6903) as amended from time to
time.
29. Lents and Reguletrrons; laws or Regulations —Any
and all applicable Inws, odes, regulations, ordinances, codes,
standards, and orders of any and all governmental bodies,
agencies, authorities, and courts having jurisdiction.
30. PCI3's—Polychlorinated biphenyls.
31. Petroletnrr—Petroleum, including crude oil or any
fraction thereof which is liquid et 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 fefust:, gasoline, kerosene, and oil mixed
with other non -Hazardous Waste and crude oits.
32. Hadr'ajoctive Heiteriats—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. Re. orzl Drmpings--The Drawings as issued for
cortstruetion on which ENGINEER., upon completion of the
Work, has shown chMgcs due to Addenda of Change Orders
and other information which ENGtNE-81K considers
significant based on record documents furnished by
Conti -actor to 1NGINEER and which wem annotated by
Contractor to show changes made during construction.
34. Reit»bur:sable &cperaves—fhe 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 ENUNEIER as indicated in Exhibit
C.
35. Resident Project Repecentatim--The authorized
representative of ENGINEER, if any, assigned to assist
ENGINEER at the Site during the Construction Phase. The
Resident Picject Representative wil' 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 arc as set forth in Fxhibit D.
36, Swnples-Physical examples of materials, equipment,
or workmanship that arc representative of some portion of the
Work and which establish the standards by which such portion
of the Work will be judged.
37. Shop Drmpings--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 LNGINI FIt to illustrate some
portion of the Work.
38, Sirs --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
access thereto, and such other lands furnished by OWNER
which are designated for use ofContractot.
39, Slree,ircations--That part of the Contract Documents
consisting of written technical descriptions of materials,
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 10 of 12
EXHIBIT A
equipment, systems, standards, and workmanship as applied to
the Work and certain administrative details applicable therato.
40. Stibstaruial Completlon--The time at which the Work
(or a specified part thereoQ has progressed to the point where,
in the opinion of ENGINIUK the Work (or a specified part
thereof) is sufficiently complete, in accordance with the
Contract DQcttfients, so that the Work (or a specified part
thereof} can be utilized fbr the purposes for which it is
Intended. The terms "substantially complete" and
"substantially completed" as applied to all or part of the Worlc
refer to Substantial Colnplegon thereof.
41. Supplgnerilmy iConditiores—'That pad 4f the Contra«
Documents which amends or supplements the General
Conditions
42. (Modified) Taal Projeol Costs• 'fire sum of the
Construction Cost, allowances for contingencies, the total
costs of services of 13MCilNPHR tit other design professionals
and consultants, cost of land, frights-ofwhy, compen..%tion for
damages to properties, OWN SR�s costs fair legal, accounting,
insurance eoun�elin$ 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 of this Agreement.
43. 14'Qrk 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
oarislruction, all as required by the Contract Doeumorits.
44. Wgrk Cha rge Dheclive—A written directive to
Contractor issued on or after the T fRctive Date of the
Constriction Agreement and signed by OWNER upon
recommendation of ENGINEER, ordering an addif'on..
deletion, or revision in die Work, or responding to difFering or
tmfbreseen 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 wil; be
incorporated in a subsequently issued (Mange Order following
negotiations by the parties as to its effect, if any, on the
Contract Price or Contract Times.
45. WKIlen Amendment --A written amendment of the
Contract Docurru nts signed by OWNER and C;ontiactor on or
after the Effective Dote of the Construction Agreement and
normally dealing with the non -engineering or non-teehmcal
rather than strictly construction -related aspects of the Contract
Documents.
ARTICLE S - f XHIRI M AND SPECIAL
PROVISIONS
8,01 Pxbibits Included
A. Exhibit A, "ENGTNEER's Services," consisting of
four (4) pages
B. E7dtibit B, "OWNER'S Responsibilities." consisting
of two (2) pages.
C. UAibit C, "Payments to ENGINEER for Service$
and Reimbursable Expenses," consisting ortwo (2) pages.
D. Exhibit D, "Dunes, Responsibilitiet and Limitations
of Authority of Resident Project Representative, " is not used.
B. Exhibit L4, "Notice of Acceptability of Work," is not
used.
F. Exhibit F,' Construction Cost Limit," is not used.
G. Exhibit C4 "Insurance:" consisting oftwo (2) pages.
H F'xhibit H, "Dispute Resolution," is not used.
I. Gxhibit T, "Allocation of Risks," is not used.
a. l xhibit J, "Special Provisions" is not used-
K. (Added) Exhibit K, "Indemnification" consisting of
two (2) pages.
8.02 Total Agreement
A. This Agreement (consisting of pages I to 12
inclusive, together with the 13xliibits identified above)
constitutes the entire agreement between UWNFR 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 Migineer for Professional Services
Page I 1 of 12
EXHIBIT A
IN WITNESS WHEREOF, the parties hereto have executed this Agreement. the Effective Date of which is
indicated on page 1.
OWNER: CITY OFBAYTOWN
1sNGINEEK: DANNENBAUM FNGINEERING
CORPORATION
Signature -
r
Printed Name: R►chard�l.. Davis
Printed Nance
title: Cdy Manager
Tide: r %
Dale Signed:
Date Signed:
Address for giving notices: Address for giving notices:
P.O. Box 424 3100 West Alabama
Raytown, Texas 77522 Houston. Texas 77098-2094
Designated Representative (paragraph 6.02.A):
Designated Representative (paragraph 6.02.A):
Name: Frank Simoneaux, P.E.
Name: Wayne G. Ahrens, P.E.
Title-. Director of Public, Works!Engineering
Title: Executive Vice President
Phone Number- (281)420-5312
Phone Number. (713) 527-6378
Facsimile Number: (281) 420-6586
facsimile Number: (713) 527-6338
E Mail Address: frank.sirn neaux b own.o
G Mail Address: w_a�ne.ahrer�s a dannenbaum.com
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 12 of 12
EXHIBIT A
This is EX13113IT A, consisting of 4 pages, ref rued to in and
part of the Agreement between OWNER and 1I NGIiVGLrR
for Professional Services dated,
Initial:
OWNER
ENGINEER
ENCiNEER's Services
Article i, of the Agreement is amended and supplemented to include the following agreement of the ,parties.
ENGINEER shall provide Basic and Additional Services as set forth below.
PART I —BASIC SERVICES (Modified)
A1.01 Data Collection &Review
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`E, which are not part of ENGINEER's Basic. Services, and assist OWNER in obtaining such
data and services
identify, consult with, and analyze requirements of govergmentel authorities having jurisdiction to
approve the portions of the Project designed or specified by ENGINEER.
d. Attend meetings with OWNER to receive input into OWNi'WS requirements for the Project and
evaluation of potential solutions available to OWNER and to acquire pertinent infQrnmtion regarding
the Projcdt
S. (Modified) Perform or provide the following additional tasks or deliverables:
a. Collect and organize plans and as-builts provided by OWNER.
b. Collect and organize GIS data. Data will be Collected from OWNER and entides with relevant data.
c. Inventory land use based on city, county, or Aerial data
d. Collect high water and gauge data from OWNER or entities widt relevant data.
c. Review existing reports provided by OWNER or county that ere relevant to the study.
f. Complete a Geld reconnaissance visit, to be documented with photos and pp overall aerial map.
g. ,Survey areas lacking plans or where conflirtrng data exists.
B. BNGINI ER'p services under the Data Collection & Review Phase will be considered complete on the date
when the documentation of the field reconnaissance visit has been delivered to and accepted by OWNER:
A1.02 Storm Water Modeling
A. ENGINEER shall:
1. Develop hydrologic and hydraulic models and proposed alternatives to reduce flooding risks with
special attention given to assess tidal flooding and determine appropriate tailwater conditions.
2 Identify and evaluate potential solutions available to OWNER; and, after consultations with OWNER,
recoinmend to OWNER those solutions which in FNGINEER's judgment meet OWNER's
requirements for the Project.
Page 1 of A Pages
(EXHiBrr A - Scope of Work)
EXHIBIT A
3. Attend meetings with OWNER to receive input into OWNER'S requirements for the Project find
evaluation of potential solutions available to OWNER and to acquire pertinent information regarding
the Project.
4. (Modified) Perform or provide the tollowing ndditional tasks or deliverables;
a. Creation oft-D Existing Drainage Model
t. Delineate drainage areas for the storm Sewer systems identi fled and confirmed for study;
2. Cienevite hydrology for 2, 5, 10, 25, 50, 100, and 500 year frequencies using Atlas 14 rainfall
data; and
3. Create XPSWMM models of City's storm sewer trunklines identified on the attached
Appendix A-1.
b- Analysis of Existing Drainage System
I . Map existing floodplain extents for the 5, 10, 50, and 100 year frequencies;
2. Analyze levels of service for the existing systems identified for study;
3. Analyze inlet capacity and spread along stomi sewer systems;
4. Determine causes of flooding and if local improvements will effectively reduce flood risk; and
5. Coordinate with OWNER and prioritize the systems to be modeled for proposed conditions
Based on the results of the analysis.
c. Analysis of Proposed Improvements to the Storm Sewer System
I. Develop a proposed model remedying inadequate areas identified in the analysis of the
existing drainage system;.
2. Update drainage areas for proposed conditions when necessary, including future extensions
into the extraterritorial jurisdiction;
3. Analyze levels of service for the proposed systems; and
4. Analyze inlet capacity and spread with the proposed systems.
d. Mitigation Options
1. Identify volume of mitigation required for recommended alternatives.
2. Identity possible locations tw mitigation.
B. ENGINEER's services under the Storm Water Modeling Phase will be considered complete; on the date
when the documentation of the mitigation options had been delivered to and accepted by OWNER.
A1.03 Cost Estimates
A. ENGINEER shall:
1. Complete cost analysis for the various proposed options. The cost analysis will be considered as part of
the overall feasibility ofthe proposed project
2. Attend meetings with OWNER to receive input into OWNTR'S requirements for the Project and
evaluation of potential solutions available to OWN R and to acquire pertinent information regarding
the Project.
3. Perfot n► or provide the following additional tasks or deliverables:
a. Provide current cut costs for construction items for options considered viable by the OWNER;
b. Investigate utility conflicts and associated costs for improvements; AND
c. Evaluate operation and maintenance costs for options considered viable by OWNER
B. ENGINSER's services under the Cost Estimates Phase will be considered complete on the date when the
cost estimates have been delivered to and accepted by OWNER.
Page 2 of 4 Pages
(EXHIRrl' A - Scope of Work)
EXHIBIT A
A1,04 Documentation
A. ENGINEER shall;
1. Record the findings of the watershed study and provide OWNER with a comprehensive report. A
preliminary report will be issued to OWNER at 300A, 609'0, 90% and IOD% completion.
2. Attend meetings with OWNER to receive input into OWNER'S comments to each documentation
submittal.
3. Perform or provide the following additional tasks or deliverables:
a. Provide current unit cots for construction. items for options considered viable by the OWNER;
b. Investigate utility conflicts and associated costs for improvements; AND
e. Evaluate operation and maintenance costs for options considered viable by OWNER.
B. EN43tNEC'R's services under the Documentation Phase will be considered complete on the date when the
100% completion documents have been delivered to and accepted by OWNER The schedule for such
documentation shall be as follows:
300A Submittal
608/6 Submittal
90% Submittal
Final Submittal
A .05 Project Management
A. ENGINEER shall;
Summary of data collection and review, Submission of existing
drainage model and analysis of existing storm sewer system
Submission of proposed models, Evaluation of alternatives
Submission of mitigated models, cost estimates, and preliminary
- report
Submittal of final report and exhibits
90
I50
190
210
1. Manage the Project and coordinate with the various entities required to establish viable alternatives
2. Attend meetings with OWNER to receive input and to acquire pertinent information regarding the
Project
3 Perform or provide the following additional tasks or deliverables
a. Monthly invoicing will be submitted to OWNER-
i. Coordination with the following entities.
ii. City of Baytown StafT
iii. Hants County Flood Control District
iv. TxDOT
v. Union Pacific
Page 3 of 4 Pages
(EXHIBIT A - Scope of Work)
EXHIBIT A
b. Provide quality management throughout the Project to insure OWNER is provided a product that
complies with the extensive QAIQC process.
c. Create and provide copies of the agendas and the meeting minutes, which shall include a minimum
of the following'..
i. 30% Progress Meeting
ii. 60%Progress Meeting
iii. 90% Progress Meeting
iv. Final Report Presentation
B i IGIN1;ER"s services under the Project Management Phase will be considered complete on the date when
the 100% completion documents have been delivered to and accepted by OVMCR
PART 2 -- ADDITIONAL SERVICES
A2.01 Additional Seabees Requiring Ol+jVl t�'v Authoiiaolion iii Adval e
Not Included
A2.02 Required AddWoiKd Seruiws
Not Included
Page d of d Pages
(EXIltl3lT A - Scope of Work)
MUM
is
v
(05
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►z���
ill}
'1
inch 34 miles
r.
LegendMiles
r
Roads Subject to Flooding
-
-
J
MAM ti
DANNENBAUM
r,Y
}
Hou ton, TX 77098
BAYTOWN, TX
IL
Overal View
E
A
A
Figure 1
INTERSECTION OF
EAST TEXAS AVE AND
DANUBINA ST
Figure 4
EAST BAYTOWN
SUBDIVISION
Figure 2
INTERSCETION OF
MISSOURI AND NEW YORK
3�r T
��e a
.i+-L� .sue—• .'.' .
:.+.. -4
Figure 5
CENTRAL LITTLE
LEAGUE PARK
{ d'.
Figure 3
INTERSCETION OF
BAYWAY AND NEVADA
'ee
V' •ilia e'k .-. si_+=r�rr.e= •«
i
tS:
tY
Figure 6
INTERSCETION OF
CEDAR BAYOU LYNCHBURG
AND GARTH
PROJECTLOCATION
DANNENBAUM
T-B-P-E FIRM REGISTRATION a392
3100 West Alabama
Hesston TX 77099
7MS20.9S70
BAYTOWN, TX
EXHIBIT 2
Project No. 0062-27
September 2019
nTp
. V
p"ACf M-A
ff L
Figure 7
-'y
ljl Itps
-4
Figure 8
d
'441 IV.
PROJECT LOCATION]
DANNENBAUM
T-8. RE FIRM REGISTRATI N 192
3100 WelAjab
Hou—m TX 77098
713-520-9570
BAYTOWNr TX
EXHIBIT 3
Projxl No. 0052-2 e
September 2019
f ,..n... �n .. .. EXBI. ITAi - l
` 1
��'F,'eft...FrF'r4�„ez,ea r� 3t 1 ti
Lill
It It
Figure 9
1 llii •P � ..3� f
r TTCC
t
e< t j �p• y
;ll � tl � i .L. 31, 4� "Era' Bi -•.
Figure 10
1 .i
PROJECT LOCATION
DANNENBAUM
T.B.P.E FIRM REGISTRATION #392
3100 Wen Alabama
H.w— T%71098
713-520.9570
BAYTOWN,TX
EXHIBIT 4
Proleot No. 0052-27
September 2019
rf, EXHI
lit
vNe7l
Figure 11
SS pm
Tim
T,
r, el
oil
Figure 12
pg
PROJECT LOCATION
DANNENBAUM
T.B.RE FIRM REGISTRATION 0392
3100 West Alabama
H-- TX 77098
713-5M9570
BAYTOWN, TX
EXHIBIT 5
Projm" No. 0052-27
Sept—b. 2019
•
EXHIBITA
V,
r.
tCh
Figure 13
Figure 14
-M.�IEULMA-Tt..
DAMNENBAUM
T.B.RE FIRM REGISTRATION #392
3100 W..AWbama
Hou
ston,
.TX 577709
3.52M 0
BAYTOWN, TX
EXHIBIT 6
Projmt No. 0052-27
September 2019
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PROJECT LOCATION
DANNENBAUM
T.B.P.E FIRM REGISTRATION I992
9100 West Alabama
Hoes— TX 77098
719-520-9570
BAYTOWN, TX
EXHIBIT 7
Prole' No. 0052-27
Sepember 2019
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EXHIBIT A
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PROJECT LOCATION
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DANNENBAUM
LB.P.E FIRM REGISTRATION #392
3100 Weal AJ.b—
Hmm— TX77098
7 13-520-900
BAYTOWN, TX
EXHIBIT 8
Project No. 0052-27
September 2019
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*PROIECT
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QANNENBAUM
T g.P.E FIRM REGISTRATI• N a392
3100 WeA Alabama
Houston TX 7709e
71352a9570
BAYTOWN, TX
EXHIBIT 9
Prged No. 0052-27
September 2019
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PROJECT LOCATION
DANNENBAUM
T.B-PE FIRM REGISTRATION I392
3100 W—Alabama
Hnusmn TX 77099
713.520-9570
BAYTOWN, TX
EXHIBIT 10
Project No. 0052-27
September 2019
EXHIBIT A
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EXHIBIT A
Phis is Exinur B, consisting of 2 pages, referred to in and
pail of the Agreement between OWNER and P.NGINEEX
for Professional Services dated
Initial:
OWNER
Lt1VGtNl:EK
OWNPIX'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 Agreua7rent, OWNER shall.
A. Provide ENGCNEBR with all criteria and fill information as to OWNER's requirements for the Project,
including design objectives and constraints, space, capacity and perfornumce requirements, flexibility, and
expwidability, and any budgetary limitations; and furnish copies of all design and construction standards which OWNER
wi;l require to be includes in the Drawings and Specifications; and furnish copies of OWNER's standard forms,
conditions, and related documents for ENGINEER to include in the Bidding l3nmments, 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 forinat in
which the existing data and documentation will be p-ovided shall be at the sole discretion of tl:e OWNER
C. (Modified) Following PNOINEEtt's assessment of initially -available Project information and data and upon
ENGINEER'% written request, furnish or otherwise make available such additional available Projec,' ml2led 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)
13. (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 I WC?tNEFR to perform services under the Agreement.
0. Examine all alternate solutions, studies, reports, sketches, Drawings, Specifications, proposals, and other
documents presented by ENGINEFR (including obtaining advice of an attos ney, insurance counselor, and other advisors
or consultants as OWNER deems appropriate wills respect to such examination) and render in writing timely decisions
pertaining thereto.
Page 1 of 2 Pages
(Exhibit 0 OWNER's Responsibilities)
EXHIBIT A
H. (Deleted)
1. (Deleted)
J. Advise ENGINEER of the identity and scope of services of any independent consultants employed by
OWNM to perform or famish service§ in regard to the Project, including, bit[ not limited to, cost estimating, prbjed
peer review, value engineering, and constructability review.
K. Deleted
L. Deleted
M. Deleted
N. Delcted
Page 2 of 2 Pages
(Exhibit 0—OWNER's Responsibilities)
EXHIBIT A
This is EXHIBIT C, consisting of 2 pages, refc►-red to in and
part of the Agreement between OWNER and VNGINUR
for Professinnal Services dated
Payments to ENGINEER for Services and Reimbursable Fxpenses
Article 4 of the Agreement is amended and supplemented
to include the following agreement of the parties:
ARTICLE 4 — PAYMENTS 10 FNG1lVE.ER
C4.01 Basic Ser vices flavingA Determined
Scrape Cosl nql to Exceed klethod of Papnent
A. OWNER shall pay ENGINEER for Basic
Services set forth in Exhibit A as follows•
I. (Modified) A cost not to exceed
amount of $286.359.00. based upon the rate
schedule, which is attached as Appendix 1 of Exhibit
C and incorporated herein for all intents mid
pu: poses. This amount includes those
IaNGiNEER'S Consultant's charges, and will be
distributed at the completion of each of the phase in
the following amount
a. Data Collection & Review...........,... $25,211
b. Stormwater Modeling.....................$135,625
c. Cost Estimates ....................... ........ ..$27,889
d Documentation................................$68,371
c Project Management.............. ...... $29,264
2 (Deleted)
3 The cost not to exceed includes
compensation for ENGINEER's services and
services of HNGINEEWs Consultants (with the
exception of those outlined in paragraph C4.05), if
any. Appropriate amounts have been incorporated
in the cost not to exceed to account for labor,
overhead. and profit.
4. (Deleted)
5 The portion of the amount billed for
ENGINEER's services will be based upon total
services actually completed during the billing
pei iod, Which shall be a calendar month. Invoices
shall be tendered no more often than once a month
Initial:
OWN13R
ENGINEER
- */L
fear all of the services performed during the
applicable month.
C4.02 I+or Basic ,Services Having 4n tflndetermineel
Scope — Direct Labor Costs limas a Factor
Methad of Payment
A. (Deleted)
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 ig attached as Appendix I of Exhibit
C and incorporated herein for all intents and
purposes plus Reimbursable Expenses. Additional
Services shall not be performed without the prior
written consent of the OWNER.
C4.04 For Reimbursable Fapenses
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,
ENGINEER must obtain prior written approval of the
OWNER of any expense that exceeds $1,000 for which
ENGINRRR seeks reimbursement. Reimbursable
Expenses shall not exceed $13,(A I1
8, (Modified) Reimbursable Expenses include the
following, categories: mileage, parking tolls, long
distance, reproduction of Drawings, Specifications,
Bidding Documents, and similar Project -related items in
PW 1 of 2 Pages
(Exhibit C - Basic Services With Determined Scope Cent not to exceed Mcthod)
EXHIBIT A
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 Pactor of (LO). Traver meals, mileage, r+entai cars,
and litre expense are not subject to the 1.10 Factor.
D. (Deleted)
E. (Added) T(e OWNER rnuM approve all travel
expenses befog the same are incurred. If such approval
is not obtained, the OWNER shall not be liable for such
travel expenses
C4.05 For MGM-PR'sConsultant 'sCharges
(Deleted)
C4.06 Direct Labor Costs
A. Direct Labor Costs means salaries and wages
paid to ENGINEER's employees but does not include
payroll related costs or benefits.
B. (Deleted)
4.07 Factors
(Deleted)
C4.011 Other Provisions Concerning Paymenl
A. Progress Paymenly. The portion of the
amounts billed for ENGINEER's services which are
identified in paragraphs C4,01 and CAM, will be
based on the Direct Labor Costs for the cumulative
hours charged to the Project during the billing
period by all of ENOMEAR's employees, plus
Reimbursable Expenses and ENGINEER's
Consultant's charges, irony
Page 2 of 2 Pnges
(Exhibit C - All Other ServiocslCharges -- Cost not to Fxreect Method ofPayment)
EXHIBIT A
APPENDM t QF EAH IRI f C. HQI'RLV RAI ES
Hourly Rates for Staff:
All services are to be billed on an hourly basis based on time and materi yls and based upon the following rates.
SeniorPip ect Mana cr
$ 202.00
Wo'ect Manager
S 180,00
Design E ineer
S 120.00
CAglG1S
$ 115.00
Admin. Assistant
$65.00
Page l of I Pages
(Appendix 1 of Exhibit C Hourly Rates)
EXHIBIT A
APPENDIX 2 Or EXIIIBIT C REIM BURSEM KN'r OF COSTS
External Reproduction and Deliveries: Cost, plus 10%
Internal expenses: Cost
Mileage: IM Ratc
Travel: Cost
Page I of 1 Pages
(Appendix 2 of Exhibit C Reimbursement of Casts)
This is EXHIBIT G, consisting of 2 pages, referred to in and
pnrt of the Agreement between OWNER and ENGINEER
for Professiunsd Services dated
Initial:
OWNER
ENGINEER
Insurance
Paragraph 6.05 of the Agreement is amended and supplemented to include the following agreement of the parties.
06.05 lntstrrance
1 hroughoul the term of this Agreement, ENGINEER at its own expense shall purchase, maintain and keep in force
and effect insurance against claims for injuries to of death of persons or damages to property which may arise out of
or result from HNOMEER's operations and/or performance of the work under this Agreement, whether such
operations and/or performance be by ENGINEEP, its agents, representatives, volunteers, employees or
subcontractors or try anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them
nviy be linblc
LNGIMEER's insuianee coverage shall be primary insurance with tcspect 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 ENGINLER's insurance and shall not contribute to it, Further, ENGINEER shall include all
subcontractors as additional insureds under its commercial general liab•lity policies or shall furnish separate
certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject 10 all of the
requirements stated herein.
'tile 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 CGi .
b. No coverage shall be excluded from standard policy without notification of individual exclusions being
attached for review and acceptance.
c. Waiver of subrogation required
Business Automobile Policy (BAP)
Combined Single Limits: $1,000,000
a. Coverage fo- "Any Auto."
b. Waiver of subrogation required
Workers' Compensation insurance
Statutory limits
Employer's Liubil4y $500,000
Waiver of Subrogation required
(:trots & Omissions (E&O)
Limit: $1,000,000
a. For all engineers, and/or design companies
Page I of 2 Pages
(Exhibit C - Insurance)
EXHIBIT A
b. Claims -made form is acceptable.
c. Coverage will be in force for three (3) years after project is completed
Upon execution of this contract, ENGINEER shall file with The OWNER valid Certificates of Insurance and
endorsements acceptable io the OWNER $uch Certificates shall contain a proviskm that coverage afforded under
the policies will pot be canceled, suspended, voided, or reduced until at least thirty (30) days' prior written notice has
been given to the ONWPR via certified mail. return receipt requested
ENGIN919R shall also file with the OWNER valid Certificates of Insurance covering all subcontr etors
The following are gencrel requirements applicable fo all policies
a, AM Best Rating of A-:V1I or better.
b. insurance carriers licensed and admitted to do businesp in State of TexaA Will be accepted.
C. l,inbility pbliciiLq Will bean occurrence form. E & O can be on claims -made form.
d. OWNER, its officers, agents and employees are to be added as Additional Insured to the cogrmacial general
liability and business automobile policies.
e Upoh request of and without cost to OWNER, certified copies of all insurance policies andf$r certificates of
insurance shall be furnished to OWNER's representative. Certificates of insurance showing evidenee of
insurance coverage shall be provided to OWNPR's representative prior to execution ofthis agreement
f Upon request of and without cost to OVMBR, loss runs (claims listing) of any andfor all insurance coverage
shall be fogy nished to OWNER's representative.
Page 2 of 2 Pages
(E7chibit G - Insurance)
EXHIBIT A
I his is EXHIBIT IC, consisting of 2 pages, referred to in and pail of
the Agreement between OWNER and ENGINEER for
Professional Services dated
tnitial•
OWNER
ENGINNI?gER
Pr
Indemnification
ENGINEER AGREES TO AND SHAt.L INDEMNIFY AND HOLD
HARMLESS AND DEFEND ()WNER, ITS OFFICERS, AG I+ NTS,
AND EMPLOYEES (HEREAFTER REFERRED TO AS
"OWNER") FROM AND AGAINST ANY AND ALL CLAIMS,
LOSSES, DAMAG' ES, CAUSES OF ACTION, SUITS AND
LIABILITY OF EVERY KIND, INCLUDING ALL EXPENSES OF
LITIGATION, COURT COSTS, AND ATTORNEY'S FEES, FOR
DAMAGES TO ANY PE RSON(S) OR PROPFRTY 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
ENGINEER OR ENGINEER'S AGENT, ENGINEER UNDER
CONTRACT, OR ANOTHER ENTITY OVER WHICH 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 ANI) PROTECT
OWNER FROM THE CONSEQUENCES OF ENGINEER'S
PARTIES' OWN WILLFUL MISCONDUCT, JOINT OR SOLE
NEGLIGENCE AS WELL AS 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 ENGINEER'S PARTIES. IN THE
EVENT THAT ANY ACTION OR PROCEEDING IS BROUGHT
AGAINST THE OWNER FROM WHICH THE OWNER IS
ia:4:u:3rr_1
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
AGUEEMENT.
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 laid.
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 ENGI.NEFRI' - 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 Fxhibit "K"
shall survive the termination andlor expiration of this Agreement.