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Ordinance No. 10,339ORDINANCE NO. 10,339 JOW 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 POST. BUCKLEY. SCHUH, & JERNIGAN, INC., FOR THE UPDATE TO THE CAPITAL RECOVERY FEE (IMPACT FEE) STUDY AND THE WATER AND WASTEWATER MASTER PLAN: AUTHORIZING PAYMENT BY THE CITY OF BAYTOWN IN AN AMOUNT NOT TO EXCEED FORTY THOUSAND SIX HUNDRED SEVENTY -FIVE AND NO /100 DOLLARS ($40,675.00); MAKING OTHER PROVISIONS RELATED THERETO: AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS: Section 1: That the City Council of the City of Baytown, Texas, hereby authorizes and directs the City Manager to execute and the City Clerk to attest to a professional services agreement with Post, Buckley, Schuh, & Jernigan, Inc., for the update to the Capital Recovery Fee (Impact Fee) Study and the Water and Wastewater Master Plan. 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 Post, Buckley, Schuh, & Jernigan, Inc., In an amount not to exceed FORTY THOUSAND SIX HUNDRED SEVENTY -FIVE AND NO 1100 DOLLARS ($40,675.00) for professional engineering services in accordance with the contract. Section 3: That the City Manager is hereby granted general authority to approve a decrease or an increase in costs by TWENTY -FIVE THOUSAND AND NO /100 DOLLARS ($25,000.00) 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 ' Council of the City of Baytown this the 251h day of May, 2006. EPHEN H. DONCARLOS, Mayor City Clerk APPROVED AS TO FORM: I NACIO RAMIREZ, SR., Ci v Attorney R:\Karen'Tiles \City Counci1\0rdinances\2006i,%1ay 25\PBS&J1mpactFeeStudy.doc Ow AGREEMENT FOR PROFESSIONAL SERVICES STATE OF TEXAS § COUNTY OF HARRIS § This Agreement (this "Agreement ") entered into by and between Post, Buckley, Schuh, & Jernigan, Inc.. (hereinafter "the Professional ") and the City of Baytown, a home -rule municipality located in Harris and Chambers Counties, Texas (the "City"). 1. Scope of Services /Professional Fees This Agreement authorizes Professional to perform engineering services for the City of Baytown's Capital Improvements Plan and Impact Fee Update (the "Work ") for and on behalf of the City. The compensation for Professional shall be on the basis described in Exhibit "A," with reimbursement of costs on the basis described in Exhibit "B." The time schedules for the Work are attached as Exhibit "C." The scope of the work and projection of costs of the construction project is as denoted in Exhibit "D." Each of these Exhibits "A" through "D" is incorporated into this Agreement by reference for all purposes. 2. Progress Reports Professional shall provide written progress reports to the City regarding the Work and oral reports as requested. At least one progress report shall be made at the time that approximately seventy percent (70 %) of any phase as outlined in Exhibit "C" is completed. Such progress report shall identify the projected time and cost required by the Professional to complete the remaining phases of the Work required under this Agreement. 3. Personnel of the Professional a. Professional's Project Manager Professional shall designate Alan R. Black, P.E., to serve as Project Manager for the Work performed under this Agreement. Any change of Project Manager shall require thirty days' advance written approval from the City's Representative. b. Licensed and Registered Engineers Professional shall keep a full -time registered engineer licensed in the state of Texas on staff and assigned to the Work for the duration of its performance of the Work. C. Data on Professional's Employees Prior to commencement of the Work, Professional shall forward to the City a detailed resume of the personnel that will be assigned to the Work. Such personnel shall include, but not be limited to, engineers. AW d. Rejection of Professional's Employees The City reserves the right to approve or reject from the Work any employees of the Professional. 4. Designation and Duties of the City's Representative a. The City's Director of Engineering or his designee shall act as the City's Representative. b. This City's Representative shall use his best efforts to provide nonconfidential City records for Professional's usage on the Work and to provide access to City's property and easements. However, the City does not guarantee the accuracy or correctness of the documents so provided. 5. Standards of Performance a. The Professional shall perfonn all services under this Agreement with the care and skill ordinarily used by members of Professional's profession practicing under the same or similar circumstances, time and locality. Professional shall be responsible for the technical accuracy of its services and documents resulting therefrom. and the City shall not be responsible for discovering deficiencies therein. Professional shall correct such deficiencies without additional compensation. b. Codes and Standards (1) All references to codes, standards, environmental regulations and /or material specifications shall be to the latest revision, including all effective supplements or addenda thereto, as of the date that the order for any necessary equipment is made by the City or that the construction specified is bid by the City. (2) If any such equipment is specially manufactured, it shall be identified to the City, and the Contractor and the Seller shall present sufficient data to the City to support the design and the suitability of the equipment. (3) All materials furnished on any City project shall be in accordance with ASTM specifications, or with other recognized standards. Proprietary material or other materials for which no generally recognized standards exist may be used provided there has been at least five years of proven experience in the field. and such satisfactory documentation has been approved by the City's Representative. 2 �. (4) The Work shall be designed and furnished in accordance with the most current codes and/or standards adopted by city, state, or federal government or in general custom and usage by the profession. (5) The codes and standards used in the profession set forth minimum requirements. These may be exceeded by the Contractor or the Professional if superior methods are available for successful operation of equipment and/or for the construction project on which the Work is performed. Any alternative codes or regulations used shall have requirements that are equivalent or better than those in the above listed codes and regulations. The Professional shall state the alternative codes and regulations used. (6) Professional agrees the services it provides as an experienced and qualified professional engineer will reflect the professional standards, procedures and performances common in the industry for this project. Professional further agrees that any analysis, reports, preparation of drawings, the designation or selection of materials and equipment, the selection and supervision of personnel and the performance of other services under this contract will be pursuant to the standard of performance common in the profession. (7) Professional shall promptly correct any defective analysis caused by Professional at no cost to City. The City's approval, acceptance, use of or payment for all or any part of Professional's services hereunder or of the Work itself shall in no way alter Professional's obligations or the City's rights under this Agreement. Professional shall provide the City with record "as- built" drawings relating to the work, in an electronic format that is acceptable to the City. City shall be in receipt of record drawings, if applicable, prior to final payment. 6. Schedule Professional shall not proceed with the Work or any stage thereof until written notice to proceed is provided by the City's Representative. 7. Instruments of Service Upon execution of this Agreement. Professional grants to the City an ownership interest in the Instruments of Service. Professional shall obtain similar interests from the City and Professional's consultants consistent with this Agreement. As noted in Articles 5 & 11, Professional shall be required to tender to City all Instruments of Service. With such ownership interest, it is expressly understood by the parties hereto that the City may use the Instruments of Service for any purposes which the City sees fit, including, but not limited to, subsequent construction, reconstruction, alteration, and/or repairs of the Project. As a condition to the City's use of the Instruments of Service, the City hereby expressly agrees to remove Professional's name and all references to /` Professional and its consultants from the Documents. Provided that this Agreement is not 3 /V1k terminated for cause by the City, the City shall release any and all claims which the City could make arising out of or in connection with any reuse of the documents by the City. 8. Insurance Professional shall procure and maintain at its sole cost and expense for the duration of the Agreement, insurance against claims for injures to person or damages to property which may arise from or in connection with the performance of the Work hereunder by Professional, its agents, representatives, volunteers, employees or subconsultants. a. Professional's insurance coverage shall be primary insurance with respect to the City, its officials, employees and agents. Any insurance or self - insurance maintained by the City, its officials, employees or agents shall be considered in excess of Professional's insurance and shall not contribute to it. Further. Professional shall include all subconsultants, agents and assigns as additional insureds under its policy or shall furnish separate certificates and endorsements for each such person or entity. All coverages for subconsultants and assigns shall be subject to all of the requirements stated herein. The following is a list of standard insurance policies along with their respective minimum coverage amounts required in this Agreement: 1. Commercial General Liability • General Aggregate: 51,000,000 • Products & Completed Operations Aggregate: $1,000,000 • Personal & Advertising Injury: $1,000,000 • Per Occurrence: $500,000 • Fire Damage: 550,000 • Coverage shall be at least as broad as ISO CG 00 01 10 93 • No coverage shall be deleted from standard policy without notification of individual exclusions being attached for review and acceptance. 2. Business Automobile Policy • Combined Single Limits: $500,000 • Coverage for "Any Auto" 3. Errors and Omissions • Limit: S 1,000,000 for this project. • For all architects, engineers, and/or design companies • Claims -made form is acceptable • Coverage will be in force for one (1) years after construction of the Project is completed. 4. Workers' Compensation • Statutory Limits /' ■ Employer's Liability: S500,000 • Waiver of Subrogation required. 4 b. The following shall be applicable to all policies of insurance required herein. I . Insurance carrier must have an A.M. Best Rating of B +:VIII or better. 2. Only insurance carriers licensed and admitted to do business in the State of Texas will be accepted. 3. Liability policies must be on occurrence form. Errors and Omissions can be on claims -made form. 4. Each insurance policy shall be endorsed to state that coverage shall not be suspended, voided. canceled or reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. 5. The City. its officers, agents and employees are to be added as Additional Insureds to all liability policies. with the exception of the Errors and Omissions Policy required herein. 6. Upon request and without cost to the City, certified copies of all insurance polices and/or certificates of insurance shall be furnished to the City. 7. Upon request and without cost to the City, loss runs (claims listing) of any and/or all insurance coverages shall be furnished to the City. 8. All insurance required herein shall be secured and maintained in a company or companies satisfactory to the City, and shall be carried in the name of Professional. Professional shall provide copies of insurance policies required hereunder to the City on or before the effective date of this Agreement. 9. Indemnification and Release PROFESSIONAL AGREES TO AND SHALL INDEMNIFY AND HOLD HAR`ILESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, AND E`IPLOYEES (HEREINAFTER REFERRED TO AS THE "CITY ") FRO`I AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, CAUSES OF ACTION, SUITS AND LIABILITY OF EVERY KIND, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, AND ATTORNEY'S FEES, FOR INJURY TO OR DEATH OF ANY PERSON, FOR DAMAGE TO ANY PROPERTY, OR FOR ANY BREACH OF CONTRACT, ARISING OUT OF, OR IN CONNECTION WITH THE WORK DONE BY PROFESSIONAL UNDER THIS CONTRACT CAUSED 5 BY THE SOLE OR JOINT NEGLIGENCE OF PROFESSIONAL. IT IS THE EXPRESSED INTENTION OF THE PARTIES HERETO, BOTH PROFESSIONAL AND THE CITY, THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH IS INDEMNITY BY PROFESSIONAL TO INDEMNIFY AND PROTECT THE CITY FROM THE CONSEQUENCES OF PROFESSIONAL'S OWN NEGLIGENCE, WHETHER THAT NEGLIGENCE IS THE SOLE OR A CONCURRING CAUSE OF THE RESULTING INJURY, DEATH OR DAMAGE. SUCH INDEMNITY SHALL NOT APPLY, HOWEVER, TO LIABILITY ARISING FROM THE PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE OF PERSONS THAT IS CAUSED BY OR RESULTS FROM THE NEGLIGENCE OF THE CITY. IN THE EVENT THAT ANY ACTION OR PROCEEDING IS BROUGHT AGAINST THE CITY FROM WHICH THE CITY IS INDEMNIFIED, PROFESSIONAL FURTHER AGREES AND COVENANTS TO DEFEND THE ACTION OR PROCEEDING BY LEGAL COUNSEL ACCEPTABLE TO THE CITY. THE INDEININITY PROVIDED FOR IN THIS ARTICLE IX SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THIS AGREEMENT. By this Agreement, the City does not consent to litigation or suit, and the City hereby expressly revokes any consent to litigation that it may have granted by the terms of this Contract or any other contract or agreement, any charter, or applicable state law. Nothing herein shall be construed so as to limit or waive City's sovereign immunity. Professional assumes full responsibility for its work performed hereunder and hereby releases, relinquishes and discharges the City, its officers, agents, and employees from all claims, demands, and causes of action of every kind and character, including the cost of defense thereof, for any injury to or death of any person (whether they be either of the parties hereto, their employees, or other third parties) and any loss of or damage to property (whether the property be that of either of the parties hereto, their employees, or other third parties) that is caused by or alleged to be caused by, arising out of, or in connection with Professional's work to be performed hereunder. This release shall apply with respect to Professional's work regardless of whether said claims, demands, and causes of action are covered in whole or in part by insurance. 10. Subcontractors and Subconsultants Professional shall receive written approval of the City's Representative prior to the use of any subcontractors or subconsultants. A copy of all proposed contracts with Subconsultants and /or Awk subcontractors shall be given to the City before execution of such contracts. z Aph 11. Termination of Professional The City, besides all other rights or remedies it may have, shall have the right to terminate this Agreement without cause upon ten (10) days' written notice from the City Manager to Professional of the City's election to do so. Furthermore, the City may immediately and without notice terminate this Agreement if Professional breaches this Agreement. A breach of this Agreement shall include, but not be limited to, the following: r (a) failing to pay insurance premiums, liens, claims or other charges; (b) failing to pay any payments due the city, state, or federal government from Professional or its principals, including, but not limited to, any taxes, fees, assessments, liens, or any payments identified in this Agreement; (c) the institution of voluntary or involuntary bankruptcy proceeding against Professional; (d) the dissolution of Professional; (e) refusing or failing to prosecute the Work or any separable part, with the diligence that will ensure its completion within the time specified in this Agreement; (f) failing to complete work wthin the time period specified in this Agreement: and/or (g) the violation of any provision of this Agreement. Upon delivery of any notice of termination required herein, Professional shall discontinue all services in connection with the performance of the Agreement. Within ten (10) days after receipt of the notice of termination, Professional shall submit a final statement showing in detail the services satisfactorily performed and accepted and all other appropriate documentation required herein for payment of services. At the same time that the final statement is tendered to the City, Professional shall also tender all of Professional's work product, whether complete or not, in an acceptable form and format to the City's Representitive. No final payment will be made until all work product is so tendered. If this Agreement is terminated for cause, Professional shall be liable for any damage to the City resulting therefrom. This liability includes any increased costs incurred by the City in completing Professional's work. The rights and remedies of the City in this section are in addition to any other rights and remedies provided by law or under this Agreement. 12. Records Within ten days of the City's request and at no cost to the City, the City will be entitled to review and receive a copy of all documents that indicate work on the project that is the subject of this Agreement. 13. Supervision of Professional Professional is an independent contractor and the City neither reserves nor possesses any right to control the details of the Work performed by Professional under the terms of this Agreement. Oak 14. Billing The City shall have thirty (30) days to pay Professional's bills from the date of receipt of such bills. All bills must identify with specificity the work or services performed and the date(s) of such work or services. In the event of a disputed or contested invoice, the parties understand and agree that the City may withhold the portion so contested, but the undisputed portion will be paid. 15. Reputation in the Community Professional shall retain a high reputation in the community for providing professional engineering services. Professional shall forward a copy of any current petition or complaint in any court of law which (a) asserts a claim for $50,000 or more for errors or omissions in providing engineering services and /or (b) seeks to deny the Professional the right to practice engineering services or to perform any other services in the state of Texas. 16. Payroll and Basic Records a. Professional shall maintain payrolls and basic payroll records during the course of the work performed under this Agreement and shall preserve them for a period of three years from the completion of the work called for under this Agreement for all personnel working on such work. Such records shall contain the name and address of each such employee, social security number, correct classification, hourly rates of wages paid, daily and weekly number of hours worked, deductions made and actual wages paid. b. Professional shall make the records required to be maintained under the preceding subsection (a) of this section available at no cost to the City for inspection, copying or transcription or its authorized representatives within fifteen days of the City's request therefor. Professional shall permit such representatives to interview Professional's employees during working hours on the job. 17. Governing Law This Agreement has been made under and shall be governed by the laws of the state of Texas. The parties further agree that performance and all matters related thereto shall be in Harris County, Texas. 18. Notices Unless otherwise provided in this Agreement, any notice provided for or permitted to be given must be in writing and delivered in person or by depositing same in the United States mail, postpaid and registered or certified, and addressed to the parry to be notified, with return receipt requested, or by delivering the same to an officer of such party. Notice deposited in the mail as described above shall be conclusively deemed to be effective, unless otherwise stated in this Agreement, from and after the expiration of three (3) days after it is so deposited. For the purpose of notice, the addresses of the parties shall be as follows unless properly changed as provided for herein below: '3 JV1► For the City: For the Professional: CITY OF BAYTOWN Attn: City Manager P. O. Box 424 Baytown, Texas 77522 -0424 POST, BUCKLEY, SCHUH, & JERNIGAN, INC. Attn: President 1250 Wood Branch Park Dirve, Suite 300 Houston, TX 77079 Fax (281) 493 -1047 Each party shall have the right from time to time at any time to change its respective address and each shall have the right to specify a new address, provided that at least fifteen (15) days' written notice is given of such new address to the other party. 19. No Third Party Beneficiary This Agreement shall not bestow any rights upon any third party, but rather, shall bind and benefit Professional and the City only. 20. No Right to Arbitration Notwithstanding anything to the contrary contained in this Agreement, the City and Professional hereby agree that no claim or dispute between the City and Professional arising out of or relating to this Agreement shall be decided by any arbitration proceeding including, without limitation, any proceeding under the Federal Arbitration Act (9 U.S.C. Sections 1 -14), or any applicable State arbitration statute, including, but not limited to, the Texas General Arbitration Act, provided that in the event that the City is subjected to an arbitration proceeding notwithstanding this provision, Professional consents to be joined in the arbitration proceeding if Professional's presence is required or requested by the City of complete relief to be recorded in the arbitration proceeding. 21. Waiver No waiver by either party to this Agreement of any term or condition of this Agreement shall be deemed or construed to be a waiver of any other term or condition or subsequent waiver of the same term or condition. 22. Complete Agreement This Agreement represents the entire and integrated agreement between the City and Professional in regard to the subject matter hereof and supersedes all prior negotiations, representations or agreements, either whether written or oral, on the subject matter hereof. This Pik Agreement may only be amended by written instrument approved and executed by both of the parties. The City and Professional accept and agree to these terms. E t 23. No Assignment Professional may not sell or assign all or part interest in the transport of the materials to another party or parties without the prior express written approval of the City Manager of such sale or assignment. The City may require any records or financial statements necessary in its opinion to ensure such sale or assignment will be in the best interest of the City. 24. Headings The headings used in this Agreement are for general reference only and do not have special significance. 25. Severability All parties agree that should any provision of this Agreement be determined to be invalid or unenforceable, such determination shall not affect any other term of this Agreement, which shall continue in full force and effect. 26. Ambiguities In the event of any ambiguity in any of the terms of this Agreement, it shall not be construed for or against any party hereto on the basis that such party did or did not author the same. 27. Authority The officers executing this Agreement on behalf of the parties hereby represent that such officers have full authority to execute this Agreement and to bind the party he /she represents. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiple copies, each of which shall be deemed to be an original, but all of which shall constitute but one and the same Agreement on the _ day of May, 2006, the date of execution by the City Manager of the City of Baytown. 10 POST, BUCKLEY, SCHUH, & JERNIGAN, INC. (Signature) (Printed Name) (Title) 6a LZ CITY OF BAYTOWN GARY JACKSON, City Manager ATTEST: LORRI COODY, City Clerk APPROVED AS TO FORM: IGNACIO RAMIREZ, SR., City Attorney STATE OF TEXAS § § COUNTY OF HARRIS § Before me on this day personally appeared , in his capacity as of Post, Buckley, Schuh, & Jernigan, Inc., on behalf of such corporation, known to me; proved to me on the oath of ; or proved to me through his current {description of identification card or other document issued by the federal government or any state government that contains the photograph and signature of the acknowledging person } (check one) to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purposes and consideration therein expressed. SUBSCRIBED AND SWORN before me this day of May, 2006. Notary Public in and for the State of Texas R:\ Karen \Files\Engineering\En;ineering Agreements \PBS &ANiaster Plan and Impact Fee Update\Agreement.doc 11 P Basic Services Exhibit "A" Compensation The City shall pay Professional for Basic Services as set forth in Exhibit C an amount not to exceed THIRTY -FOUR THOUSAND ONE HUNDRED TWENTY -FIVE AND NO /100 DOLLARS ($34.125.00) based upon the following chart: Except as otherwise provided, the costs for the services provided shall be calculated based upon time and materials in accordance with the following rate schedule times a multiplier of 3.0. Additional Services Professional will perform additional services at a price agreed upon by the parties in writing prior to the performance of such services. The City shall not be responsible or liable for any additional services performed by the Professional unless such additional services have been approved in writing prior to the performance of the same. P Program Project CAD Admin Office Principal Manager Manager Engineer Design Assistant Staff 565.00 555.00 S40.00 $35.00 535.00 $20.00 $20.00 Meet with Baytown to define 0 4 6 6 0 0 0 project Revise Report and Calculate Fees t 8 38 38 15 15 5 Meet with and Receive Comments 0 0 6 6 0 0 0 from Baytown Finalize Report l 1 20 20 5 5 5 P &Z Meeting to Discuss Update 0 1 4 4 0 0 0 meet 3'd Wed Public Hearine� 0 1 8 0 0 0 0 (meet 2 and t Thursday) Quality Control 0 8 8 8 0 4 0 Additional Meetings as requested 0 6 24 24 0 0 0 by Baytown Total Hours per Classification 2 29 114 106 20 24 10 Raw Cost Subtotal S130.00 $1595.00 54560.00 $3710.00 5700.00 $480.00 5200.00 per classification Except as otherwise provided, the costs for the services provided shall be calculated based upon time and materials in accordance with the following rate schedule times a multiplier of 3.0. Additional Services Professional will perform additional services at a price agreed upon by the parties in writing prior to the performance of such services. The City shall not be responsible or liable for any additional services performed by the Professional unless such additional services have been approved in writing prior to the performance of the same. P Exhibit "B" Reimbursable Expenses The City shall pay the Professional for reimbursable expenses at the rate set forth in the following rate schedule; provided, however, such expenses shall not exceed SIX THOUSAND FIVE HUNDRED FIFTY AND NO 1100 DOLLARS (56.550.00). Reimbursable Expenses Rate Schedule Cate2ory Rate Reports (quantity 35) $30 each Sub - consultants Cost + 10% All other expenses Cost + 10% Additionally, expenses associated with subconsultants and transportation, including, but not limited to, meals, mileage and lodging, must be approved in writing by the City prior to the Professional incurring any expense associated therewith; otherwise, the parties hereto agree and understand that the City shall not be liable and the Professional shall not make a claim against the City for any such expenses. AM Exhibit "C" Schedule Upon Professional's receipt of a notice to proceed from the City, Professional shall begin work on the Project and shall complete the tasks in accordance with the following schedule: Activity Start Date End Date Meet with Baytown to define project 5/30/06 5/30/06 Baytown to review land use assumptions 5/30/06 6/22/06 Revise Report and Calculate Fees 6/23/06 7/6/06 Deliver Draft Report to Baytown 7/7/06 7/7/06 Meet with and Receive Comments from Baytown 7/7/06 7/14/06 Finalize Report 7/17/06 7/21/06 Deliver Updated Report to Baytown 7/21/06 7/21/06 P &Z Meeting to Discuss Update (meet 3` Wed.) 8/16/06 8/16/06 Deliver Updated Report to Baytown based upon comments from P &Z, if any 8/16/06 8/21/06 Council adopts order setting public hearing (30 days advanced notice required) 8/24/06 8/24/06 City publishes notice of public hearing 8/25/06 8/25/06 Public Hearing (meet 2" and 4'h Thursday) 9/28/06 9/28/06 Council adopts Ordinance 9/28/06 9/28/06 Should the City of Baytown determine that the schedule should be altered for any reason, the Professional understands and agrees that the Professional shall perform services through the adoption of the requisite ordinance(s) approving or disapproving the proposed amendment(s). Ph, Exhibit "D" Scope of Work The Professional shall provide engineering services associated with the update of the Water and Wastewater Land use, Population Projection Master Plan and Capital Improvement Plan 2003 - 2020" and the Water and Wastewater Impact Fee Determination 2003 - 2012" reports prepared in May and June of 2004 respectively. The resulting deliverable for this engagement will be a single report suitable for presentation to and consideration for approval by the Baytown City Council. Upon Notice to Proceed, the Professional will meet with representatives from Baytown to identify required future projects (in addition to those identified by the above - referenced report from Langford Engineering) that are Impact Fee eligible projects and should be included in this update. The Professional will prepare for the City review a single document incorporating projects identified by the City. The document will include both the CIP update and the Impact Fee determination. The Land Use Assumptions will not be updated as part of the scope of services of this Agreement; however, any update to the Land Use Assumptions will be used to determine the CIP update and the resulting Impact Fee determination. The new document (10 copies) will be delivered to Baytown for review according to the schedule set forth in Exhibit "C." Upon completion of the City review, the Professional will meet with the City to discuss any comments, and then proceed to incorporate them into a final document suitable for presentation to the City of Baytown Planning and Zoning Commission. The Professional will attend this meeting to make a presentation of the changes made to the document and answer any questions as necessary. After consideration by the Planning and Zoning Commission, the Professional will make changes to the Master Plan and Impact Fee Study, if any requested by the Planning and Zoning Commission, and will submit to the City 25 copies of the updated plan and study. The Professional will work closely with representative from Baytown to assist in the City Council adoption of the document as outlined in Chapter 395. The Professional will attend the required public hearing conducted by the City Council to make a presentation, if requested, and again answer any questions which may arise. Additionally Professional will attend all meetings at which the City Council will consider adopting the plan and study. AGREEMENT FOR PROFESSIONAL SERVICES STATE OF TEXAS COUNTY OF HARRIS This Agreement (this "Agreement") entered into by and between Post, Buckley, Schuh, & Jernigan, Inc., (hereinafter "the Professional") and the City of Baytown, a home-rule municipality located in Harris and Chambers Counties, Texas (the "City"). 1. Scope of Services/Professional Fees This Agreement authorizes Professional to perform engineering services for the City of Baytown's Capital Improvements Plan and Impact Fee Update (the "Work") for and on behalf of the City. The compensation for Professional shall be on the basis described in Exhibit "A," with reimbursement of costs on the basis described in Exhibit "B." The time schedules for the Work are attached as Exhibit "C." The scope of the work and projection of costs of the construction project is as denoted in Exhibit "D." Each of these Exhibits "A" through "D" is incorporated into this Agreement by reference for all purposes. 2. Progress Reports Professional shall provide written progress reports to the City regarding the Work and oral reports as requested. At least one progress report shall be made at the time that approximately seventy percent (70%) of any phase as outlined in Exhibit "C" is completed. Such progress report shall identify the projected time and cost required by the Professional to complete the remaining phases of the Work required under this Agreement. 3. Personnel of the Professional a.Professional's Project Manager Professional shall designate Alan R. Black, P.E., to serve as Project Manager for the Work performed under this Agreement. Any change of Project Manager shall require thirty days'advance written approval from the City's Representative. b.Licensed and Registered Engineers Professional shall keep a full-time registered engineer licensed in the state of Texas on staff and assigned to the Work for the duration of its performance of the Work. c.Data on Professional's Employees Prior to commencement of the Work, Professional shall forward to the City a detailed resume of the personnel that will be assigned to the Work. Such personnel shall include,but not be limited to, engineers. t d. Rejection of Professional's Employees The City reserves the right to approve or reject from the Work any employees of the Professional. 4. Designation and Duties of the City's Representative a. The City's Director of Engineering or his designee shall act as the City's Representative. b. This City's Representative shall use his best efforts to provide nonconfidential City records for Professional's usage on the Work and to provide access to City's property and easements. However, the City does not guarantee the accuracy or correctness of the documents so provided. 5. Standards of Performance a. The Professional shall perform all services under this Agreement with the care and skill ordinarily used by members of Professional's profession practicing under the same or similar circumstances, time and locality. Professional shall be responsible for the technical accuracy of its services and documents resulting therefrom, and the City shall not be responsible for discovering deficiencies therein. Professional shall correct such deficiencies without additional compensation. b. Codes and Standards 1) All references to codes, standards, environmental regulations and/or material specifications shall be to the latest revision, including all effective supplements or addenda thereto, as of the date that the order for any necessary equipment is made by the City or that the construction specified is bid by the City. 2) If any such equipment is specially manufactured, it shall be identified to the City, and the Contractor and the Seller shall present sufficient data to the City to support the design and the suitability of the equipment. 3) All materials furnished on any City project shall be in accordance with ASTM specifications, or with other recognized standards. Proprietary material or other materials for which no generally recognized standards exist may be used provided there has been at least five years of proven experience in the field, and such satisfactory documentation has been approved by the City's Representative. 2 4) The Work shall be designed and furnished in accordance with the most current codes and/or standards adopted by city, state, or federal government or in general custom and usage by the profession. 5) The codes and standards used in the profession set forth minimum requirements. These may be exceeded by the Contractor or the Professional if superior methods are available for successful operation of equipment and/or for the construction project on which the Work is performed. Any alternative codes or regulations used shall have requirements that are equivalent or better than those in the above listed codes and regulations. The Professional shall state the alternative codes and regulations used. 6) Professional agrees the services it provides as an experienced and qualified professional engineer will reflect the professional standards, procedures and performances common in the industry for this project. Professional further agrees that any analysis, reports, preparation of drawings, the designation or selection of materials and equipment, the selection and supervision of personnel and the performance of other services under this contract will be pursuant to the standard of performance common in the profession. 7) Professional shall promptly correct any defective analysis caused by Professional at no cost to City. The City's approval, acceptance, use of or payment for all or any part of Professional's services hereunder or of the Work itself shall in no way alter Professional's obligations or the City's rights under this Agreement. Professional shall provide the City with record"as-built" drawings relating to the work, in an electronic format that is acceptable to the City. City shall be in receipt of record drawings, if applicable, prior to final payment. 6. Schedule Professional shall not proceed with the Work or any stage thereof until written notice to proceed is provided by the City's Representative. 7. Instruments of Service Upon execution of this Agreement, Professional grants to the City an ownership interest in the Instruments of Service. Professional shall obtain similar interests from the City and Professional's consultants consistent with this Agreement. As noted in Articles 5 & 11, Professional shall be required to tender to City all Instruments of Service. With such ownership interest, it is expressly understood by the parties hereto that the City may use the Instruments of Service for any purposes which the City sees fit, including, but not limited to, subsequent construction, reconstruction, alteration, and/or repairs of the Project. As a condition to the City's use of the Instruments of Service, the City hereby expressly agrees to remove Professional's name and all references to Professional and its consultants from the Documents. Provided that this Agreement is not 3 r terminated for cause by the City, the City shall release any and all claims which the City could make arising out of or in connection with any reuse of the documents by the City. 8. Insurance Professional shall procure and maintain at its sole cost and expense for the duration of the Agreement, insurance against claims for injures to person or damages to property which may arise from or in connection with the performance of the Work hereunder by Professional, its agents,representatives, volunteers, employees or subconsultants. a. Professional's insurance coverage shall be primary insurance with respect to the City, its officials, employees and agents. Any insurance or self-insurance maintained by the City, its officials, employees or agents shall be considered in excess of Professional's insurance and shall not contribute to it. Further, Professional shall include all subconsultants, agents and assigns as additional insureds under its policy or shall furnish separate certificates and endorsements for each such person or entity. All coverages for subconsultants and assigns shall be subject to all of the requirements stated herein. The following is a list of standard insurance policies along with their respective minimum coverage amounts required in this Agreement: 1. Commercial General Liability General Aggregate: $1,000,000 Products& Completed Operations Aggregate: $1,000,000 Personal &Advertising Injury: $1,000,000 Per Occurrence: $500,000 Fire Damage: $50,000 Coverage shall be at least as broad as ISO CG 00 01 10 93 No coverage shall be deleted from standard policy without notification of individual exclusions being attached for review and acceptance. 2. Business Automobile Policy Combined Single Limits: $500,000 Coverage for"Any Auto" 3. Errors and Omissions Limit: $1,000,000 for this project. For all architects, engineers, and/or design companies Claims-made form is acceptable Coverage will be in force for one(1)years after construction of the Project is completed. 4. Workers' Compensation Statutory Limits Employer's Liability: $500,000 Waiver of Subrogation required. 4 I b. The following shall be applicable to all policies of insurance required herein. 1. Insurance carrier must have an A.M. Best Rating of B+:VIII or better. 2. Only insurance carriers licensed and admitted to do business in the State of Texas will be accepted. 3. Liability policies must be on occurrence form. Errors and Omissions can be on claims-made form. 4. Each insurance policy shall be endorsed to state that coverage shall not be suspended, voided, canceled or reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. 5. The City, its officers, agents and employees are to be added as Additional Insureds to all liability policies, with the exception of the Errors and Omissions Policy required herein. 6. Upon request and without cost to the City, certified copies of all insurance polices and/or certificates of insurance shall be furnished to the City. 7. Upon request and without cost to the City, loss runs (claims listing) of any and/or all insurance coverages shall be furnished to the City. 8. All insurance required herein shall be secured and maintained in a company or companies satisfactory to the City, and shall be carried in the name of Professional. Professional shall provide copies of insurance policies required hereunder to the City on or before the effective date of this Agreement. 9. Indemnification and Release PROFESSIONAL AGREES TO AND SHALL INDEMNIFY AND HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, AND EMPLOYEES (HEREINAFTER REFERRED TO AS THE "CITY") FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, CAUSES OF ACTION, SUITS AND LIABILITY OF EVERY KIND, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, AND ATTORNEY'S FEES, FOR INJURY TO OR DEATH OF ANY PERSON, FOR DAMAGE TO ANY PROPERTY, OR FOR ANY BREACH OF CONTRACT, ARISING OUT OF, OR IN CONNECTION WITH THE WORK DONE BY PROFESSIONAL UNDER THIS CONTRACT CAUSED 5 BY THE SOLE OR JOINT NEGLIGENCE OF PROFESSIONAL. IT IS THE EXPRESSED INTENTION OF THE PARTIES HERETO, BOTH PROFESSIONAL AND THE CITY, THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH IS INDEMNITY BY PROFESSIONAL TO INDEMNIFY AND PROTECT THE CITY FROM THE CONSEQUENCES OF PROFESSIONAL'S OWN NEGLIGENCE, WHETHER THAT NEGLIGENCE IS THE SOLE OR A CONCURRING CAUSE OF THE RESULTING INJURY, DEATH OR DAMAGE. SUCH INDEMNITY SHALL NOT APPLY, HOWEVER, TO LIABILITY ARISING FROM THE PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE OF PERSONS THAT IS CAUSED BY OR RESULTS FROM THE NEGLIGENCE OF THE CITY. IN THE EVENT THAT ANY ACTION OR PROCEEDING IS BROUGHT AGAINST THE CITY FROM WHICH THE CITY IS INDEMNIFIED, PROFESSIONAL FURTHER AGREES AND COVENANTS TO DEFEND THE ACTION OR PROCEEDING BY LEGAL COUNSEL ACCEPTABLE TO THE CITY. THE INDEMNITY PROVIDED FOR IN THIS ARTICLE IX SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THIS AGREEMENT. By this Agreement, the City does not consent to litigation or suit, and the City hereby expressly revokes any consent to litigation that it may have granted by the terms of this Contract or any other contract or agreement, any charter, or applicable state law. Nothing herein shall be construed so as to limit or waive City's sovereign immunity. Professional assumes full responsibility for its work performed hereunder and hereby releases, relinquishes and discharges the City, its officers, agents, and employees from all claims, demands, and causes of action of every kind and character, including the cost of defense thereof, for any injury to or death of any person (whether they be either of the parties hereto, their employees, or other third parties) and any loss of or damage to property (whether the property be that of either of the parties hereto, their employees, or other third parties) that is caused by or alleged to be caused by, arising out of, or in connection with Professional's work to be performed hereunder. This release shall apply with respect to Professional's work regardless of whether said claims, demands, and causes of action are covered in whole or in part by insurance. 10. Subcontractors and Subconsultants Professional shall receive written approval of the City's Representative prior to the use of any subcontractors or subconsultants. A copy of all proposed contracts with subconsultants and/or subcontractors shall be given to the City before execution of such contracts. 6 11. Termination of Professional The City, besides all other rights or remedies it may have, shall have the right to terminate this Agreement without cause upon ten (10) days' written notice from the City Manager to Professional of the City's election to do so. Furthermore, the City may immediately and without notice terminate this Agreement if Professional breaches this Agreement. A breach of this Agreement shall include,but not be limited to, the following: a) failing to pay insurance premiums, liens, claims or other charges; b) failing to pay any payments due the city, state, or federal government from Professional or its principals, including,but not limited to, any taxes, fees, assessments, liens, or any payments identified in this Agreement; c) the institution of voluntary or involuntary bankruptcy proceeding against Professional; d) the dissolution of Professional; e) refusing or failing to prosecute the Work or any separable part, with the diligence that will ensure its completion within the time specified in this Agreement; f) failing to complete work wthin the time period specified in this Agreement; and/or g) the violation of any provision of this Agreement. Upon delivery of any notice of termination required herein, Professional shall discontinue all services in connection with the performance of the Agreement. Within ten (10) days after receipt of the notice of termination, Professional shall submit a final statement showing in detail the services satisfactorily performed and accepted and all other appropriate documentation required herein for payment of services. At the same time that the final statement is tendered to the City, Professional shall also tender all of Professional's work product, whether complete or not, in an acceptable form and format to the City's Representitive. No final payment will be made until all work product is so tendered. If this Agreement is terminated for cause, Professional shall be liable for any damage to the City resulting therefrom. This liability includes any increased costs incurred by the City in completing Professional's work. The rights and remedies of the City in this section are in addition to any other rights and remedies provided by law or under this Agreement. 12. Records Within ten days of the City's request and at no cost to the City, the City will be entitled to review and receive a copy of all documents that indicate work on the project that is the subject of this Agreement. 13. Supervision of Professional Professional is an independent contractor and the City neither reserves nor possesses any right to control the details of the Work performed by Professional under the terms of this Agreement. 7 14. Billing The City shall have thirty (30) days to pay Professional's bills from the date of receipt of such bills. All bills must identify with specificity the work or services performed and the date(s) of such work or services. In the event of a disputed or contested invoice, the parties understand and agree that the City may withhold the portion so contested, but the undisputed portion will be paid. 15. Reputation in the Community Professional shall retain a high reputation in the community for providing professional engineering services. Professional shall forward a copy of any current petition or complaint in any court of law which (a) asserts a claim for $50,000 or more for errors or omissions in providing engineering services and/or (b) seeks to deny the Professional the right to practice engineering services or to perform any other services in the state of Texas. 16. Payroll and Basic Records a. Professional shall maintain payrolls and basic payroll records during the course of the work performed under this Agreement and shall preserve them for a period of three years from the completion of the work called for under this Agreement for all personnel working on such work. Such records shall contain the name and address of each such employee, social security number, correct classification, hourly rates of wages paid, daily and weekly number of hours worked, deductions made and actual wages paid. b. Professional shall make the records required to be maintained under the preceding subsection (a) of this section available at no cost to the City for inspection, copying or transcription or its authorized representatives within fifteen days of the City's request therefor. Professional shall permit such representatives to interview Professional's employees during working hours on the job. 17. Governing Law This Agreement has been made under and shall be governed by the laws of the state of Texas. The parties further agree that performance and all matters related thereto shall be in Harris County, Texas. 18. Notices Unless otherwise provided in this Agreement, any notice provided for or permitted to be given must be in writing and delivered in person or by depositing same in the United States mail, postpaid and registered or certified, and addressed to the party to be notified, with return receipt requested, or by delivering the same to an officer of such party. Notice deposited in the mail as described above shall be conclusively deemed to be effective, unless otherwise stated in this Agreement, from and after the expiration of three (3) days after it is so deposited. For the purpose of notice, the addresses of the parties shall be as follows unless properly changed as provided for herein below: 8 For the City: CITY OF BAYTOWN Attn: City Manager P. O. Box 424 Baytown, Texas 77522-0424 For the Professional: POST,BUCKLEY, SCHUH, &JERNIGAN, INC. Attn: President 1250 Wood Branch Park Dirve, Suite 300 Houston, TX 77079 Fax(281)493-1047 Each party shall have the right from time to time at any time to change its respective address and each shall have the right to specify a new address, provided that at least fifteen (15) days'written notice is given of such new address to the other party. 19. No Third Party Beneficiary This Agreement shall not bestow any rights upon any third party, but rather, shall bind and benefit Professional and the City only. 20. No Right to Arbitration Notwithstanding anything to the contrary contained in this Agreement, the City and Professional hereby agree that no claim or dispute between the City and Professional arising out of or relating to this Agreement shall be decided by any arbitration proceeding including, without limitation, any proceeding under the Federal Arbitration Act (9 U.S.C. Sections 1-14), or any applicable State arbitration statute, including, but not limited to, the Texas General Arbitration Act, provided that in the event that the City is subjected to an arbitration proceeding notwithstanding this provision, Professional consents to be joined in the arbitration proceeding if Professional's presence is required or requested by the City of complete relief to be recorded in the arbitration proceeding. 21. Waiver No waiver by either party to this Agreement of any term or condition of this Agreement shall be deemed or construed to be a waiver of any other term or condition or subsequent waiver of the same term or condition. 22. Complete Agreement This Agreement represents the entire and integrated agreement between the City and Professional in regard to the subject matter hereof and supersedes all prior negotiations, representations or agreements, either whether written or oral, on the subject matter hereof. This Agreement may only be amended by written instrument approved and executed by both of the parties. The City and Professional accept and agree to these terms. 9 23. No Assignment Professional may not sell or assign all or part interest in the transport of the materials to another party or parties without the prior express written approval of the City Manager of such sale or assignment. The City may require any records or financial statements necessary in its opinion to ensure such sale or assignment will be in the best interest of the City. 24. Headings The headings used in this Agreement are for general reference only and do not have special significance. 25. Severability All parties agree that should any provision of this Agreement be determined to be invalid or unenforceable, such determination shall not affect any other term of this Agreement, which shall continue in full force and effect. 26. Ambiguities In the event of any ambiguity in any of the terms of this Agreement, it shall not be construed for or against any party hereto on the basis that such party did or did not author the same. 27. Authority The officers executing this Agreement on behalf of the parties hereby represent that such officers have full authority to execute this Agreement and to bind the party he/she represents. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiple copies, each of which shall be deemed to be an original, but all of which shall constitute but one and the same Agreement on the 2day of May, 2006, the date of execution by the City Manager of the City of Baytown. POST, BUCKLEY, SCHUH, & JE IG , INC. Alt ature) UjrI 5 Ait7 u-s Printed Name) Dros/oy1 /' 1h2 aer- Title) 10 PYT WOCITYOBYTO 1,•o k a4 GARY JA CS N, City Manager ATT &,• I '0 LORRI Cr i , ity Clerk APPROVED AS TO FORM: A=77 /1 ACIO RAMIREZ, SR., Ci 6Attorney STATE OF TEXAS COUNTY OF HARRIS Before me on this day personally appeared Th1 5 naifttEdi in his capacity as pl f l' ia) inanaKC of Post, Buckley, Schuh, & Jernigan, Inc., on behalf of such corporation, known to me; proved to me on the oath of or fproved to me through his current Te' j s v v-bi.J Ce,ta-v.-e._ description of identification card or other document issued by the federal government or any state government that contains the photograph and signature of the acknowledging person} check one) to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purposes and consideration therein expressed. Z.I, RIBIEGBA13 i FIDIMORN ;efore me this a y of May 2006. 17 i_'. Notary Public,State of Texas z' My Commission Expires 4413.; April 01,2009 11V rat is otary blic in and or the State of Texas R:\Karen\Files\Engineering\Engineering Agreements\PBS&J\Master Plan and Impact Fee Update\Agreement.doc 11 Exhibit "A" Compensation Basic Services The City shall pay Professional for Basic Services as set forth in Exhibit C an amount not to exceed THIRTY-FOUR THOUSAND ONE HUNDRED TWENTY-FIVE AND NO/100 DOLLARS 34,125.00)based upon the following chart: Principal Program Project Engineer CAD Admin Office 65.00 Manager Manager $ 35.00 Design Assistant Staff 55.00 $40.00 35.00 $20.00 $20.00 Meet with Baytown to define 0 4 6 6 0 0 0 project Revise Report and Calculate Fees 1 8 38 38 15 15 5 Meet with and Receive Comments 0 0 6 6 0 0 0 from Baytown Finalize Report 1 1 20 20 5 5 5 P&Z Meeting to Discuss Update 0 1 4 4 0 0 0meet3rdWed.) Public Hearing meet 2nd and 4` h Thursday) 0 1 8 0 0 0 0 Quality Control 0 8 8 8 0 4 0 Additional Meetings as requested 0 6 24 24 0 0 0 by Baytown Total Hours per Classification 2 29 114 106 20 24 10 Raw Cost Subtotal 130.00 $1595.00 $4560.00 $3710.00 $700.00 $480.00 $200.00 per classification Except as otherwise provided, the costs for the services provided shall be calculated based upon time and materials in accordance with the following rate schedule times a multiplier of 3.0. Additional Services Professional will perform additional services at a price agreed upon by the parties in writing prior to the performance of such services. The City shall not be responsible or liable for any additional services performed by the Professional unless such additional services have been approved in writing prior to the performance of the same. Exhibit "B" Reimbursable Expenses The City shall pay the Professional for reimbursable expenses at the rate set forth in the following rate schedule; provided, however, such expenses shall not exceed SIX THOUSAND FIVE HUNDRED FIFTY AND NO/100 DOLLARS ($6,550.00). Reimbursable Expenses Rate Schedule Cate2ory Rate Reports(quantity 35) 30 each Sub-consultants Cost+ 10% All other expenses Cost+ 10% Additionally, expenses associated with subconsultants and transportation, including, but not limited to, meals, mileage and lodging, must be approved in writing by the City prior to the Professional incurring any expense associated therewith; otherwise, the parties hereto agree and understand that the City shall not be liable and the Professional shall not make a claim against the City for any such expenses. S Exhibit "C" Schedule Upon Professional's receipt of a notice to proceed from the City, Professional shall begin work on the Project and shall complete the tasks in accordance with the following schedule: Activity Start Date End Date Meet with Baytown to define project 5/30/06 5/30/06 _ Baytown to review land use assumptions 5/30/06 6/22/06 Revise Report and Calculate Fees 6/23/06 7/6/06 Deliver Draft Report to Baytown 7/7/06 7/7/06 Meet with and Receive Comments from Baytown 7/7/06 7/14/06 Finalize Report 7/17/06 7/21/06 Deliver Updated Report to Baytown 7/21/06 7/21/06 P&Z Meeting to Discuss Update(meet 3` d Wed.) 8/16/06 8/16/06 Deliver Updated Report to Baytown based upon comments from P&Z,if any 8/16/06 8/21/06 Council adopts order setting public hearing(30 days advanced notice required) 8/24/06 8/24/06 City publishes notice of public hearing 8/25/06 8/25/06 Public Hearing (meet 2"d and 4th Thursday) 9/28/06 9/28/06 Council adopts Ordinance 9/28/06 9/28/06 Should the City of Baytown determine that the schedule should be altered for any reason, the Professional understands and agrees that the Professional shall perform services through the adoption of the requisite ordinance(s)approving or disapproving the proposed amendment(s). Exhibit "D" Scope of Work The Professional shall provide engineering services associated with the update of the Water and Wastewater Land use,Population Projection Master Plan and Capital Improvement Plan 2003-2020"and the Water and Wastewater Impact Fee Determination 2003-2012"reports prepared in May and June of 2004 respectively. The resulting deliverable for this engagement will be a single report suitable for presentation to and consideration for approval by the Baytown City Council. Upon Notice to Proceed, the Professional will meet with representatives from Baytown to identify required future projects (in addition to those identified by the above-referenced report from Langford Engineering) that are Impact Fee eligible projects and should be included in this update. The Professional will prepare for the City review a single document incorporating projects identified by the City. The document will include both the CIP update and the Impact Fee determination. The Land Use Assumptions will not be updated as part of the scope of services of this Agreement;however,any update to the Land Use Assumptions will be used to determine the CIP update and the resulting Impact Fee determination. The new document (10 copies) will be delivered to Baytown for review according to the schedule set forth in Exhibit"C." Upon completion of the City review,the Professional will meet with the City to discuss any comments,and then proceed to incorporate them into a final document suitable for presentation to the City of Baytown Planning and Zoning Commission. The Professional will attend this meeting to make a presentation of the changes made to the document and answer any questions as necessary. After consideration by the Planning and Zoning Commission, the Professional will make changes to the Master Plan and Impact Fee Study, if any requested by the Planning and Zoning Commission, and will submit to the City 25 copies of the updated plan and study. The Professional will work closely with representative from Baytown to assist in the City Council adoption of the document as outlined in Chapter 395. The Professional will attend the required public hearing conducted by the City Council to make a presentation, if requested, and again answer any questions which may arise. Additionally Professional will attend all meetings at which the City Council will consider adopting the plan and study.