Ordinance No. 9,05620001214 -4
ORDINANCE NO. 9056
Agalk AN ORDINANCE AUTHORIZING AND DIRECTING THE CITY MANAGER OF THE
CITY OF BAYTOWN TO EXECUTE AN AGREEMENT WITH KIML,EY -HORN AND
ASSOCIATES, INC., FOR TRAFFIC ENGINEERING SERVICES; AUTHORIZING
PAYMENT BY THE CITY OF BAYTOWN, OF AN AMOUNT NOT TO EXCEED
SEVENTY THOUSAND AND NO /100 DOLLARS ($70,000.00); 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 of the City of Baytown to execute an agreement with Kimley -Horn and Associates, Inc., for
traffic engineering services. A copy of said 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 Kimley -Hom and
Associates, Inc., for traffic engineering services of an amount not to exceed SEVENTY THOUSAND AND
NO /100 DOLLARS ($70,000.00), pursuant to the Agreement.
Section 3: That pursuant to the provisions of Texas Local Government Code Annotated §
252.048, the City Manager is hereby granted general authority to approve any change order involving a
decrease or an increase in costs of TWENTY -FIVE THOUSAND AND N01100 DOLLARS ($25,000.00) or
less, subject to the provision that the original contract price may not be increased by more than twenty -five
percent (25 %) or decreased by more than twenty-five percent (25 %) without the consent of the contractor to
such decrease.
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 Council of the City of
Baytown this the 14'b day of December, 2000.
PETE C. ALFARO, Mayor
ATTEST:
, �/z " � b —� 1//, (
G W. WITH, City Clerk
APPROVED AS TO FORM:
40 ACIO RAMIREZ, SR. Attorney
c AMyDocuments\ Council \00 -01 \DecemberlXim leyHomTrafficEngineeringS ervices
E
STANDARD FORM OF AGREEMENT
BETWEEN
OWNER AND ENGINEER
FOR
STUDY AND DESIGN PHASE
PROFESSIONAL SERVICES
This is an Agreement effective as of the 15' day of December, 2000, ( "Effective Date ") between City of
Baytown ( "OWNER ") and Kimley -Horn and Associates, Inc. ( "ENGINEER ").
OWNER retains ENGINEER to perform professional services, in connection with
Traffic Engineering Studies & Design
OWNER and ENGINEER, in consideration of their mutual covenants as set forth herein, agree as follows:
ARTICLE 1— ENGINEER'S SERVICES
1.01 Scope
A. ENGINEER shall provide the services set forth
in Exhibit SR -A.
B. Upon this Agreement becoming effective,
ENGINEER is authorized to begin services as set forth
in Exhibit SR -A.
C. If authorized in writing by OWNER, and
agreed to by ENGINEER, services beyond the scope
of this Agreement will be performed by ENGINEER
for additional compensation.
ARTICLE 2— OWNER'S RESPONSIBILITIES
2.01 General
A. OWNER shall have the responsibilities set
forth herein and in Exhibit SR -A.
ARTICLE 3- -TIMES FOR RENDERING
SERVICES
3.01 ENGINEER's services will be performed within the
time period or by the date stated in Exhibit SR -A.
3.02 (Modified) If ENGINEER's services are delayed
or suspended in whole or in part by OWNER without
cause, ENGINEER shall be entitled to equitable adjustment
of the time for performance and 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
suspension and reactivation and the fact that the time for
performance under this Agreement has been revised. It is
expressly understood and agreed that the equitable
adjustments referenced in this article will have no
application to any delay caused, in whole or part, by a force
majeure or by the acts or omissions of ENGINEER, its
officers, agents, employees, or contractors /consultants.
0 EXHIBIT. A
I
upon Engineer's estimate of the proportion of the
ARTICLE 4— PAYMENTS TO ENGINEER, total services actually completed during the billing
period to the lump Sum.
4.01 Methods of Payment for Services of 4.02 Other Provisions Concerning Payment
ENGINEER.
A. Estimated Compensation Amounts.
A. OWNER shall pay ENGINEER for services
rendered under this Agreement in one of the following 1. (Modified) ENGINEER's estimate of the
two methods as stipulated in the work order: amounts that will become payable are not to exceed
this amount without prior written approval by
Method 1 OWNER.
1. (Modified) An amount equal to the
cumulative hours charged to the Assignment by
each class of ENGINEER's employees times
Standard Hourly Rates for each applicable
billing class for all services performed on the
Assignment, plus Reimbursable Expenses,
estimated not to exceed the amount specified in
the work order and ENGINEER's Consultants'
charges, if any, estimated not to exceed the
amount specified in the work order. The total
compensation under paragraph 4.0l.A.1 is
estimated not to exceed the amount stipulated
in the work order.
2. ENGINEER's Reimbursable Expenses
Schedule and Standard Hourly Rate Schedule
are attached to this Agreement as Exhibits SR-
C and SR -D, respectively.
3. The amounts billed for ENGINEER's
services will be based on the cumulative hours
charged to the Assignment during the billing
period by each class of ENGINEER's
employees times Standard Hourly Rates for
each applicable billing class, plus Reimbursable
Expenses and ENGINEER's Consultants'
charges, if any, incurred during the billing
period.
Method 2
A lump sum amount stated in the work
order.
2. Appropriate amounts are incorporated
in the Lump Sum to account for labor,
overhead, profit, Reimbursable Expenses, and
ENGINEER'S Consultants' charges, if any.
3. The portion of the Lump Sum amount
billed for ENGINEER's services will be based
2
2. When estimated compensation amounts have
been stated herein and it subsequently becomes
apparent to ENGINEER that a compensation
amount thus estimated will be exceeded,
ENGINEER shall give OWNER written notice
thereof. Promptly thereafter OWNER and
ENGINEER shall review the matter of services
remaining to be performed and compensation for
such services. OWNER shall either agree to such
compensation exceeding said estimated amount or
OWNER and ENGINEER shall agree to a reduction
in the remaining services to be rendered by
ENGINEER, so that total compensation for such
services will not exceed said estimated amount
when such services are completed.
B. Adjustments
1. ENGINEER's compensation is conditioned
on time to complete the Assignment not exceeding
the time identified in Exhibit SR -A. Should the
time to complete the Assignment be extended
beyond this period due to reasons not the fault of
and beyond the control of ENGINEER, the total
compensation to ENGINEER shall be appropriately
adjusted.
2. (Modified) If used, the Standard Hourly
Rates Schedule and Reimbursable Expenses
Schedule will be adjusted annually (as of January I
2002) to reflect equitable changes to the
compensation payable to ENGINEER.
C. Reimbursable Expenses. Reimbursable Expenses
means the actual expenses incurred by ENGINEER or
ENGINEER's Consultants directly in connection with the
Assignment, including the categories and items listed in
Exhibit SR -C, and if authorized in advance by OWNER,
overtime work requiring higher than regular rates.
AUTHORITY
The officers executing this Agreement on behalf of the parties hereby confirm that such officers have full authority
to execute this Agreement and to bind the party he /she represents.
IN WITNESS WHEREOF,. the parties hereto have executed this Agreement, the Effective Date of which is indicated
on page 1.
OWNER: CITY OF BAYTOWN
Monte Mercer
an
Title: City Manager
Date Signed:
Address for giving notices:
P.O. Box 424
Baytown, Texas 77522 -0424
Designated Representative (Paragraph 5.01):
Name: Howard W. Wellspring III, P.E.
Title: City Engineer
Phone Number: (281) 420 -6545
Facsimile Number: (281) 420 -6586
E -Mail Address: hwwellspring @baytown.org
i
4
ENGINEER: K 1 A N-b
AS5, cCk igTeS
UOT T. F.
By:
Title: 4 1 [->E�i T
Date Signed: 2?IZ7
Address for giving notices:
12012 Wickchester Lane, Suite 500
Houston, TX 77079
Designated Representative (Paragraph 5.01):
Name: J. Sam Lott
Title: Vice President
Phone Number: 281-597-9300
Facsimile Number: 2 81 - 5 9 7- 80 3 2
E -Mail Address: j1ott @kimley- horn.com
D. For Additional Services. (Modified) OWNER
shall pay ENGINEER 30 days after receipt of an
invoice or the services, whichever is later, for all
services not included in the scope of this Agreement on
the basis agreed to in writing by the parties.
ARTICLE 5 — DESIGNATED
REPRESENTATIVES
5.01 (Modified) Contemporaneous with the execution
of this Agreement, ENGINEER and OWNER shall
each designate in writing specific individuals 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 Assignment on behalf
of their respective party.
ARTICLE 6— CONTENT OF AGREEMENT
6.01 The following Exhibits are incorporated herein by
reference:
A. Exhibit SR -A, "Further Description of
Services, Responsibilities, Time, and Related Matters,"
consisting of 2 pages.
B. Exhibit SR -B, "Standard Terms and
Conditions," consisting of 6 pages.
C. Exhibit SR -C, "Reimbursable Expenses
Schedule," consisting of 1 page.
D. Exhibit SR -D, "Standard Hourly Rates,"
consisting of 1 page.
6.02 Total Agreement
A. This Agreement (consisting of pages 1 to. 4,
inclusive, together with the Exhibits identified
in paragraph 6.01) 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.
Ell,
3
This is EXHIBIT SR -A, consisting of 2 pages, referred to in
and part of the Agreement between OWNER and
ENGINEER for Study and Design Phase Professional
Services dated December 15, 2000.
Initial:
OWNER
ENGINEER
Further Description of Services, Responsibilities, Time, and Related Matters
Specific articles of the Agreement are amended and supplemented to include the following agreement of the parties. To
the extent there is a conflict between the terms contained in this exhibit and the Standard Form of Agreement, this
exhibit shall control.
A.1.01 ENGINEER's Services
A. (Modified) ENGINEER shall for each assigned work order:
1. Consult with OWNER to define and clarify OWNER's requirements for the Assignment and
available data.
2. Advise OWNER as to the necessity of OWNER providing data or services which are not part of
ENGINEER's services, and assist OWNER in obtaining such data and services.
3. Identify, consult with, and analyze requirements of governmental authorities having jurisdiction
relevant to the Assignment.
4. Prepare a proposed work order and scope of services outlining assignment requirements,
deliverables, schedules and estimated fees for the review and approval of OWNER.
5. Deliver services, and deliverables identified in approved work order in accordance with identified
schedule following notice to proceed from OWNER.
A.2.01 OWNER's Responsibilities
A. (Modified) For each assignment, OWNER shall do the following in a timely manner, so as not to delay the
services of ENGINEER:
1. Provide all criteria and full information as to OWNER's requirements for the Assignment.
2. Furnish to ENGINEER all existing studies, reports and other available data pertinent to the
Assignment.
B. (Deleted).
C. (Deleted).
A.3.01 Times for Rendering Services
O�
A. (Modified) The time period for this contract shall be twelve (12) months from the effective date this
contract.
Page l of 2 Pages
(Exhibit SR -A - Further Description of Services, Responsibilities, Time, and Related Matters)
® This is EXHIBIT SR -B, consisting of 6 pages, referred to in and
part of the Agreement between OWNER and ENGINEER
for Study and Design Phase Professional Services dated
December 15,2000.
Initial:
OWNER
ENGINEER
Standard Terms and Conditions
Article 6 of the Agreement is amended and supplemented to include the following agreement of the parties:
13.6.01.11 Standard Terms and Conditions
Standard of Care
The standard of care for all professional services performed or furnished by ENGINEER under this Agreement
will be the care and skill ordinarily used by members of ENGINEER's profession practicing under similar
circumstances at the same time and in the same locality. ENGINEER makes no warranties, express or implied,
under this Agreement or otherwise, in connection with ENGINEER's services.
2. (Modified) Independent Contractor
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. Nothing contained in this Agreement
shall create a contractual relationship with or a cause of action in favor of a third party against either OWNER or
ENGINEER. ENGINEER'S services under this Agreement are being performed solely for OWNER's benefit,
and no other entity shall have any claim against ENGINEER because of this Agreement or the performance or
nonperformance of services hereunder.
(Modified) Payments to ENGINEER
Invoices will be prepared in accordance with ENGINEER's standard invoicing practices and will be submitted
to OWNER by ENGINEER monthly, unless. otherwise agreed. Invoices are due and payable within 30 days of
receipt of invoice or services, whichever is later. If OWNER fails to make any payment due ENGINEER for
services and expenses within 30 days after receipt of ENGINEER's invoice therefor, the amounts due
ENGINEER will be increased at the rate of 1.0% per month from said thirtieth day. In addition, ENGINEER
may, after giving seven days written notice to OWNER, suspend services under this Agreement until
ENGINEER has been paid in full all uncontested amounts due for services, expenses, and other related charges.
4. (Modified) Insurance
Throughout 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 or death of persons or damages to property which
may arise out of or result from ENGINEER's operations and/or performance of the work under this
Agreement, whether such operations and/or performance be by 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.
ENGINEER's insurance coverage shall be primary insurance with respect to OWNER, its officers, agents
and employees. Any insurance or self - insurance maintained by OWNER, its officials, agents and employees
shall be considered in excess of ENGINEER's insurance and shall not contribute to it. Further, 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.
Page 1 of 6 Pages
(Exhibit SR -13 - Standard Terms and Conditions)
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: $1,000,000
Products & Completed Operations: $1,000,000
Personal & Advertising Injury: $1,000,000
Per Occurrence: $500,000
a. Coverage shall be at least as broad as ISO CG 00 01 10 93
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: $500,000
a. Coverage for "Any Auto."
Errors & Omissions (E &O)
Limit: $500,000
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.
Workers' Compensation: Statutory Limits
Employer's Liability: $500,000
a. Waiver of Subrogation Required.
Upon execution of this contract, ENGINEER shall file with OWNER valid Certificates of Insurance and
endorsements acceptable to 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 OWNER via certified mail, return receipt requested.
ENGINEER shall also file with 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. Insurance carriers licensed and admitted to do business in State of Texas will be accepted.
c. Liability policies will be on occurrence form. E & O can be on claims -made form.
d. OWNER, its officials and employees are to be added as Additional Insured to liability policies.
e. 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.
f. Upon request of and without cost to OWNER, loss runs (claims listing) of any and/or all insurance
coverage shall be furnished to City of Baytown's representative.
g. OWNER reserves the right to reject any proposal that does not meet the minimum insurance
requirements outlined above.
5_ (Modified) Indemnification and Allocation of Risk
ENGINEER AGREES TO AND SHALL INDEMNIFY AND HOLD
Page 2 of 6 Pages
(Exhibit SR-13 - Standard Terms and Conditions)
C
n
HARMLESS AND DEFEND OWNER, ITS OFFICERS, AGENTS,
AND EMPLOYEES (HEREAFTER, WHETHER SINGULAR OR
PLURAL, COLLECTIVELY REFERRED TO AS "OWNER ")
FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES,
DAMAGES, CAUSES OF ACTION, SUITS AND LIABILITY OF
EVERY FIND, INCLUDING ALL EXPENSES OF LITIGATION,
COURT COSTS, AND ATTORNEY'S FEES, FOR INJURY TO OR
DEATH OF ENGINEER OR ENGINEER'S' EMPLOYEES
(HEREINAFTER, WHETHER SINGULAR OR PLURAL,
COLLECTIVELY REFERRED TO AS "ENGINEER "). IN THE
EVENT OF PERSONAL INJURY TO OR DEATH OF ENGINEER,
SUCH INDEMNITY SHALL APPLY (I) TO THE FULLEST
EXTENT ALLOWED BY LAW EXCEPT TO THE EXTENT THE
CLAIMS, LOSSES, DAMAGES, CAUSES OF ACTION, SUITS OR
LIABILITY ARISE OUT OF THE GROSS NEGLIGENCE OF
OWNER OR THE INTENTIONAL WRONGFUL CONDUCT OF
OWNER. FURTHER, ENGINEER WILL INDEMNIFY AND
HOLD HARMLESS OWNER FROM AND AGAINST ANY AND
ALL CLAIMS LOSSES, DAMAGES, CAUSES OF ACTION, SUITS,
AND LIABILITIES OF EVERY KIND TO THE EXTENT ARISING
OUT OF ENGINEER'S NEGLIGENT ACTS, ERRORS AND
OMISSIONS OR ITS INTENTIONAL WRONGFUL CONDUCT.
The indemnity provided hereinabove shall survive the termination and/or expiration of
this Agreement.
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 to the extent that
ENGINEER is responsible for such claims, demands, and causes of action on a
comparative basis of fault and responsibility between ENGINEER and OWNER.
ENGINEER does not release, relinquish and discharge OWNER for OWNER'S
own liabilities. 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.
Page 3 of 6 Pages
(Exhibit SR -B - Standard Terms and Conditions)
The protections afforded to OWNER in this paragraph shall control and supercede
any apportionment of liability or release of liability contained elsewhere in the
Contract Documents.
6. LIMIT OF LIABILITY (Deleted)
Dispute Resolution (Modified)
NO RIGHT TO ARBITRATION
Notwithstanding anything to the contrary contained in this Agreement, OWNER and ENGINEER hereby
agree that no claim or dispute between 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. Section I - 14), or any applicable State arbitration statute, including, but
not limited to, the Texas General Arbitration Act, provided that in the event that 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 OWNER of complete relief to be recorded
in the arbitration proceeding.
(Modified) Termination of Contract
Either party may at any time, upon seven days prior written notice to the other party, terminate this Agreement.
Upon such termination, ENGINEER shall provide an invoice and thereafter OWNER shall pay to ENGINEER
the uncontested portion of the same within 30 days of receipt of the invoice or receipt of service, whichever is
later, for all work performed up to the effective date of termination.
9. (Modified) Access
OWNER shall arrange for access to and make all provisions for ENGINEER and ENGINEER's Consultants to
enter upon public property as reasonably required for ENGINEER to perform services under this Agreement.
10. (Modified) Hazardous Environmental Conditions
It is acknowledged by both parties that ENGINEER's scope of services does not include any services related to a
"Hazardous Environmental Condition," i.e. the presence at the site of asbestos, PCBs, 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 Assignment. 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 Assignment affected
thereby until OWNER: (i) retains appropriate specialist consultant(s) or contractor(s) to identify and, as
appropriate, abate, remediate, or remove the Hazardous Environmental Condition; or (ii) terminates this work
item. 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.
11. Patents (Deleted)
12. (Modified) Ownership and Reuse of Documents
All documents prepared or furnished by ENGINEER pursuant to this Agreement are instruments of service, and
ENGINEER shall retain an ownership and property interest therein. Reuse of any such documents by OWNER
shall be at OWNER's sole risk; and OWNER agrees to release ENGINEER from all claims, damages, and
expenses including attorney's fees arising out of such reuse of documents by OWNER.
Page 4 of 6 Pages
(Exhibit SR -B - Standard Terms and Conditions)
13. Use of Electronic Media
a. 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 ENGINEER. Files in electronic media format of text, data, graphics, or
of other types that are fumished 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.
b. 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 Assignment.
c. If there is a discrepancy between the electronic files and the hard copies, the hard copies govern.
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 days, after which the receiving party shall be deemed to have accepted
the data thus transferred. Any errors detected within the 60 -day acceptance period will be corrected by the party
delivering the electronic files. ENGINEER shall not be responsible to maintain documents stored in electronic
media format after acceptance by OWNER.
14. Opinions of Probable Construction Cost
a. Construction Cost is the cost to OWNER to construct proposed facilities. 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 OWNER's contemplated
project, or the cost of other services to be provided by others to OWNER pursuant to this Agreement.
Construction Cost is one of the items comprising Total Project Costs.
b. 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.
15. Opinions of Total Project Costs
a. Total Project Costs are the sum of the probable Construction Cost, allowances for contingencies, the
estimated total costs of services of ENGINEER or other design professionals and consultants, cost of land,
rights -of -way, or compensation for damages to properties, and OWNER's costs for legal, accounting, insurance
counseling or auditing services, and interest and financing charges incurred in connection with a proposed
project, and the cost of other services to be provided by others to OWNER pursuant to this Agreement.
Page 5 of 6 Pages
(Exhibit SR -B - Standard Terms and Conditions)
0 b. ENGINEER assumes no responsibility for the accuracy of opinions of Total Project Costs.
16 (Modified) Force Majeure
Neither OWNER nor ENGINEER shall be liable for any loss or damage due to failure or delay in rendering any
service or performing any obligation called for under this Agreement resulting from any cause beyond such
party's reasonable control.
17. Assignment
Neither party shall assign its rights, interests or obligations under this Agreement without the express written
consent of the other party.
18. Binding Effect
This Agreement shall bind, and the benefits thereof shall inure to the respective parties hereto, their legal
representatives, executors, administrators, successors, and assigns.
19. Severability and Waiver of Provisions
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. 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.
20. Survival
All express representations , indemnifications, or limitations of liability included in this Agreement will survive
its completion or termination for any reason.
21. Headings
The headings used in this Agreement are for general reference only and do not have special significance.
22. Controlling Law [MODIFIED]
This Agreement is to be governed by the law of the State of Texas; venue shall be in Harris County, Texas.
23. (Modified) Notices
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. All notices shall be effective upon the date of receipt or 3 days after mailing of the same,
whichever is earlier.
Page 6 of 6 Pages
(Exhibit SR-13 - Standard Terms and Conditions)
C
This is EXHIBIT SR -C, consisting of 1 page, referred to in and
part of the Agreement between OWNER and ENGINEER
for Study and Design Phase Professional Services dated
December 15, 2000.
Initial:
OWNER
ENGINEER
Reimbursable Expenses Schedule
Reimbursable Expenses are subject to annual review and adjustment. Reimbursable expense rates in effect on the date
of the Agreement are:
Couner /rederal Express Actual Expense x 1.10
Reproduction — Out of House Actual Expense x 1.10
Subconsultants Actual Expense x 1.10
Travel (airfare, rental care, per diem, lodging, gas, parking, tolls Actual Expense
Vellum (per sheet) $10.00
Mylar (per sheet) 1 $20.00
Pagel of 1 Page
(Exhibit SR -C - Reimbursable Expenses Schedule)
This is EXHIBIT SR -D, consisting of 1 page, referred to in and
part of the Agreement between OWNER and ENGINEER
for Study and Design Phase Professional Services dated
December 15, 2000.
Initial:
OWNER
ENGINEER
Standard Hourly Rates Schedule
Standard Hourly Rates are subject to annual review and adjustment. Hourly rates for services in effect on the date of
the Agreement are:
Billing Class 9
Senior Associate
$ 155./hour
Billing Class 8
Staff Manager
$ 145/hour
Billing Class 7
Professional VI
$ 130/hour
Billing Class 6
Professional V
$ 110/hour
Billing Class 5
Professional IV
$ 100/hour
Billing Class 4
Professional III
$ 95/hour
Billing Class 3
Professional II
$ 85/hour
Billing Class 2
Technician II
$ 90/hour
Billing Class 1
Technician I
$ 75/hour
Principal
$ 160/hour
Support Staff
$ 50/hour
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(Exhibit SR -D - Standard Hourly Rates Schedule)