Ordinance No. 10,462ORDINANC1 NO, 1(),462
AN" ()RDIN"'ANCE CMI THE CITAKOUNCIL. OF THF (ITY (A" 11 AY TEXAS,
"'N/I[N]' \VITI-1 Cl..,ARK
A11F1R(,)V1N'G ,,t PROFESSMAL SFRV1CFS A6REE
WNIK)N ASS0(TA"F1..,,S, INC- FOR FINAL F,'N"G1NEER1N('i [)1,S1(.—jN SERVWES
FOR THE 13A)"]"OWN 11REFUMMS M N4 () 1� I A L PROJE(,"T;
AMPORIZING FUNDS IN AN ANMOUNT NOT TO EXCEED 'MV ENT)'
THOL,,1SAND FIV[.. MJNDRFA) ANI-) N010 F)(,)1-LABS ($20,500,00); NMAKING
OTHER PROVISIONS RELATED THERETO: A',NJ) PROVII)ING FOR 1 HE
('11 VE D ATI`�',' 1] 1 F R E0 F
'� +, >�" 'r ?,, .Jm *� q� * ."p 'Jc * * * ;k� 't� .a * $ "Jw * '4 �p' * * * 'Jw 4 fl, *: * 0 $ * k v f, L!, * * * * k' 'Nz ;V $' 'v * ry, * ;N; 4* 'J" '* >r " * *: r14 'J� *-, * * * * * * '44 * * * * * * * * * *' * * * *
BE IT ORDAINEF) [3)"I"HE CITY CIAINCIL OF .. T1I1 .'",C1TY01' BAV1'0\VN.,'FF,,XAS:
section 1: That the CiV MW of the Cky N Baytown, Texas, hereby approves a
Pinfussional ScMces Aggreenuent whh Clut Condon Assoclawc kc, Wr W ugh euing chign
services f"or lhe 1.1'aytowfl MCtnoriat Prqject, A cc,)py of said agreellicill i's altached hereto,
maked FWA W and nmde a part hercof Or MI inimm and puTows.
Smiion 2: 11tat the Chy CbwwH of Te Cly of Bayiown authorizes funds payable (c) Chu'k
Condon A,,;souiaun, hw, in an ai,notwo cd' T'yyll,N"T'V '11-R)USAND FIVE HUNDRED AND PqCVI()O
IMLLARS 101 50 kur prof�,ssional seTvices in anoWance Mth the contract approved in Section I
helvoE
S"jon 3: Tlat the (-"ity "'Vlana"uer is hereby ggrnntcd gencraI authorky to approve as decrease
01, all increase in costs by T\%1F'AN1'I"1° -FIVF 11 MUSSAIND AND N0,110(-) 1.-)01,,.L,AR,S ($25,000M(J) or less,
pwvided Omt the annowu Worked in Smthn 3 hemof nmy not be Newased by rnwe duln twemynve
percent (25151
SMhon I Thk (wdkmxc sW Wke eW immelmo horn and after its passage by, th�,,
City Councd ofthe Culy of B'aytokAfl.
INTR(rDUCED, READ and PASSM by the anumuto vwcW'11'4X.'i1v' Council ot'the City of
I'M; MM11his J)
" —4 c 23" dav of Wobco 2006,
ATT E Q
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APPROVED AS ...1it FORM:
('V SAC K-) [�/kMML--2, SR. CA Anonwy
R Kann FAs ()q 4 wncd MAnnnuss(W6, minor 23
Slj Pl 1I,,rN I L DONCARLOS, Nlayor.
AGREEMENT FOR PROFESSIONAL SERVICES
STATE OF TEXAS §
COUNTY OF HARRIS §
This Agreement (this "Agreement ") entered into by and between Clark Condon Associates, 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 landscape architectural design services
associated with the Baytown Firefighters Memorial Project (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 upon request written and oral progress reports to the City regarding
the Work. 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 Sheila M. Condon, FASLA, 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 Landscape Architects
Professional shall keep a full -time landscape architect 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, landscape architects.
d. Rejection of Professional's Employees
The City reserves the right to approve or reject from the Work any employees of
the Professional.
SIT A►
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 constriction 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, ACI, TxDOT, and AASHTO specifications, and 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.
(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
2
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
landscape architect 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. As applicable, 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 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 constriction, 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
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.
Business Automobile Policy
• Combined Single Limits: $1,000,000
• Coverage for "Any Auto"
3. Errors and Omissions
• Limit: 5500.000 for this project.
• For all architects, engineers, and /or design companies
• Claims -made form is acceptable
• Coverage will be in force for one (1) year after construction of the
Project is completed.
4. Workers' Compensation
• Statutory Limits
• Employer's Liability S500.000
• Waiver of Subrogation required.
b. The following shall be applicable to all policies of insurance required herein.
Insurance carrier for all liability_ policies 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.
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.
E
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
ENIPLOYEES (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 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 TIIE
RESULTING INJURY, DEATH OR DA -MAGE. SUCH 1NDEi\INITY 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 ANN' 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.
5
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 the
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.
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. Furthennore, 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.
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 landscape architectural
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 landscape
architectural services and/or (b) seeks to deny the Professional the right to practice architecture
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:
For the City:
For the Professional:
CITY OF BAYTOWN
Attn: City Manager
P. O. Box 424
Baytown, Texas 77522 -0424
FAX: 281 -420 -6586
CLARK CONDON ASSOCIATES. INC.
Attn: President
10401 Stella Link Road
Houston, TX 77025
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.
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 tern 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 October, 2006, the date of execution by the City
Manager of the City of Baytown.
CLARK CONDON ASSOCIATES, INC.
&� JleAIA,
(Signature)
5ti'�2,&
(Printed Name)
(Title)
9
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 S h e- i � c, M . C-,a n � orn , in
his /her capacity as r of Clark Condon Associates, Inc., on behalf
of such company,
known to me:
proved to me on the oath of ; or
proved to me through his/her current
{description of identification card or other document issued by the federal
government or any state government that contains the photograph and signature of
the acknowledging person}
(check one)
to be the person whose name is subscribed to the foregoing instrument and acknowledged to me
that he /she executed the same for the purposes and consideration therein expressed.
,-T h
SUBSCRIBED AND SWORN before me this day of cfi13ID S-' r , 2006.
\i^
Notary Public in and for the State of Texas
RENETTE TICER
1-N'W', � ?*iilI��,,,e�f � �fti�lnts lark CondonTircfighter MemoriakAgrcement.doe
My Comm asion`E es 1 August 31, 2008 10
EXHIBIT A
COMPENSATION
Professional's services under this agreement shall be FIFTEEN THOUSAND AND NO /100 DOLLARS
based upon the following basic service:
Desi<m Development Services
$ 2.500.00
Construction Document Services
$
8.000.00
Bid Phase Services
$
1.000.00
Construction Phase Services $ 3,500.00
Total Lump Sum $ 1_5,000.00
The lump sum fees shall be paid upon completion and acceptance of the services.
Additional Services
Professional will perform additional services, if any, 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. Additional services authorized in advance in writing shall be billed at the
following hourly rates:
Principal
Senior Associate
Project Mana ,(!er
Associate -
Assistant Project P
Project Staff
$ 145.00
$ 115.00
$_100.00
1 $ 100.00
-— -- - $ 80.00
Tager $ 75.00
$ 65.00
Administrative $ 55.00
EXHIBIT B
Reimbursable Expenses
Reimbursable expenses shall include cost of out -of -town travel, mileage, Iona distance telephone calls
and other directly related costs. Such expenses will be invoiced to the City at the Professional's direct
cost plus 10 %. except for mileage charges, which will be invoiced at the IRS rate, which is currently
$0.445 per mile. Reimbursable expenses will not exceed the following:
Structural .................... ............................... $1,000.00
MEP........................... ............................... $2,000.00
Geotechnical ............... ............................... $1,500.00
Miscellaneous ............. ............................... $1,000.00
Additionally, expenses associated with 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.
EXHIBIT C
SCHEDULE OF WORK
Professional shall complete the Design Development Services within 60 days after execution of this
Agreement by the City. Construction Document Services shall be complete within 60 days after the
Design Development Services are accepted by the City. Bid Phase Services will be performed in an
expedient manner meeting all time periods required by law, including, but not limited to, publication of
notices and bid openings. Professional shall perform Construction Phase Services throughout and until
completion and acceptance by the City Council of the work associated with the Project.
EXHIBIT D
SCOPE OF WORK
A. Generally:
The Professional shall provide Plans, Specifications, Bid Documents, Construction Estimates, and Bidding
and Construction Phase landscape architectural services associated with the Project. The Professional shall
prepare landscape architectural services, including design development and construction documents for the
landscape improvements for the Baytown Firefighters Memorial. Areas to be included in the documents
are based on approved Preliminary Plans prepared by Professional and are as follows:
1. Sculpture plaza including paving, sculpture base, seat walls and flagpoles;
2. Walkway from existing gazebo to plaza:
3. Modifications to the existing irrigation system associated with the memorial; and
4. Additional site lighting associated with the memorial.
B. Basic Services:
Professional shall provide the following scope of services:
1. Design Development Services. For Design Development Services. the Professional shall:
a. Consult with City to define and clarify City's requirements for the rehabilitation of the
Baytown Firefighters Memorial Project.
b. Attend meetings with City and City's designated boards and/or commissions to receive
input.
C. Identify, consult with, and analyze requirements of any governmental authorities having
jurisdiction to approve the portions of the Project designed or specified by Professional.
d. Provide technical criteria, written descriptions, and design data as needed for the
Professional on behalf of the City to file applications for permits from or to obtain
approvals of governmental authorities having jurisdiction to review or approve the final
design of the Project and assist City in consultations, if any, with appropriate authorities.
Prepare drawings and plans to depict actual materials, sizes and locations of all landscape
elements.
Advise City of the Professional's opinion of probable construction cost and total project
costs.
g. Furnish three (3) review copies of the design development drawings within sixty (60) days
of authorization to begin services and review it with City.
Construction Document Services. Once the City approves the Design Development Drawings.
the Professional shall perform the following Construction Document Services:
a. Prepare the Construction Documents and Technical Specifications for bidding of the
Project, including, but not limited to:
(1) the City's standard agreement for construction services, including all associated
notices and instructions to bidders:
(2) layout and construction plans:
(3) plans denoting modifications to the existing irrigation system, including plans and
specifications, identification, location and sizing of the irrigation system and its
component parts:
(4) details for all landscape materials with specifications as required for proper
construction. installation or finishing of all landscape components: and
(5) all necessary specifications which shall be in Standard CSI Format including
Special Conditions.
b. Advise City of the Professional's updated opinion of probable construction cost and total
project costs.
C. Within 60 calendar days after the Design Development Services are accepted by the City,
prepare and furnish bid documents for review and approval by City, its legal counsel, and
other advisors, as appropriate, and assist City in the preparation of other related documents.
3. Bid Phase Services. Once the City approves the Construction Documents, the Professional shall
perform the following Bid Phase Services:
a. Assist City in advertising for and obtaining bids for the Project and, where applicable,
provide 15 sets of plans and specifications, and maintain a record of prospective bidders to
whom bidding documents have been issued.
b. Issue addenda as appropriate to clarify. correct, or change the bidding documents.
c Consult with City as to the acceptability of subcontractors, suppliers, and other individuals
and entities proposed by Contractor for those portions of the Project as to which such
acceptability is required by the bidding documents.
d. Attend the Mandatory Pre -Bid Conference and the Bid Opening, prepare bid tabulation
sheets, and assemble contract documents.
C. Assist City in both evaluating bids and awarding contracts for the Project.
f. Assist in connection with Bid protests, rebidding contracts for construction, materials,
equipment, or services.
4. Construction Phase Services. Once the City awards a bid for the construction of the Project, the
Professional shall perform the following Construction Phase Services:
a. Consult with City and act as City's representative as provided in the construction
agreement with the contractor.
b. Participate in a Pre- Construction Conference prior to conunencement of Project at the Site.
C. As appropriate, establish baselines and benchmarks for locating the Project which in
Professional's judgment are necessary to enable Contractor to proceed.
d. Make visits to the Site at intervals appropriate to the various stages of construction as
Professional and/or City deems necessary or appropriate:
(1) to verify Contractor's payment requests,
(2) to observe as an experienced and qualified design professional the progress and
quality of the Project.
(3) to determine if Contractor's work is proceeding in accordance with the Contract
Documents,
(4) to keep City informed of the progress of the Project, and
(5) to provide for City a greater degree of confidence that the completed Project will
substantially conform to the Contract Documents.
This shall not involve exhaustive or continuous on -site inspections. The Professional shall
not be responsible or liable for the Contractor's failure to perform the construction work in
accordance with the contract documents.
e. Consult and provide advice and support to the City and its inspectors.
f. Recommend to City that Contractor's work be disapproved and rejected while it is in
progress if, on the basis of such observations.. Professional believes that such work will not
produce a completed Project that substantially conforms to the Contract Documents.
g. Issue necessary clarifications and interpretations of the Contract Documents as appropriate
to the orderly completion of Contractor's work.
h. Recommend Change Orders and Work Change Directives to City, as appropriate, and
prepare Change Orders and Work Change Directives as required.
i. Require such special inspections or tests of Contractor's work as deemed reasonably
necessary, and receive and review all certificates of inspections, tests, and approvals
required by Laws and Regulations or the Contract Documents to determine if the results
certified indicate compliance with the Contract Documents.
j. Based on Professional's observations as an experienced and qualified design professional
and on review of applications for payment and accompanying supporting documentation,
determine the amounts that Professional recommends Contractor be paid. In the case of unit
price work, Professional's recommendations of payment will include final determinations of
quantities and classifications of Contractor's work (subject to any subsequent adjustments
allowed by the contract documents).
k. Conduct final inspections to determine if the completed Project of Contractor is acceptable
and is in compliance with the Contract Documents so that Professional may recommend, in
writing, final payment to Contractor. If it is not in compliance with the Contract Documents,
prepare a final punch list. provide it to the Contractor, and conduct other final inspections in
order to recommend final payment.
I. Prepare and furnish to City record drawings on mylar showing appropriate record
information based on Project annotated record documents received from Contractor.
Basic Services shall not include (i) topographic and boundary surveys, (ii) existing site engineering and
utility base information, and (iii) soil engineering, geotechnical consultant services or related testing.
C. Additional 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. Professional will perform
additional services at a price agreed upon by the parties in writing prior to the performance of such services based
upon the rate schedule indicated in Exhibit "A."
AGREEMENT FOR PROFESSIONAL SERVICES
STATE OF TEXAS §
COUNTY OF HARRIS §
This Agreement (this "Agreement") entered into by and between Clark Condon Associates, 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 landscape architectural design services
associated with the Baytown Firefighters Memorial Project (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 upon request written and oral progress reports to the City regarding
the Work. 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 Sheila M. Condon, FASLA, 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 Landscape Architects
Professional shall keep a full-time landscape architect 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, landscape architects.
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, ACI, TxDOT, and AASHTO specifications, and 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.
(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
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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
landscape architect 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. As applicable, 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 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
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
3
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: $1,000,000
■ Coverage for"Any Auto"
3. Errors and Omissions
■ Limit: $500,000 for this project.
■ For all architects, engineers, and/or design companies
■ Claims-made form is acceptable
■ Coverage will be in force for one (1) year after construction of the
Project is completed.
4. Workers' Compensation
■ Statutory Limits
■ Employer's Liability$500,000
■ Waiver of Subrogation required.
b. The following shall be applicable to all policies of insurance required herein.
1. Insurance carrier for all liability policies 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.
4
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 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.
5
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 the
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.
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
6
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.
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 landscape architectural
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 landscape
architectural services and/or (b) seeks to deny the Professional the right to practice architecture
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.
7
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:
For the City:
CITY OF BAYTOWN
Attn: City Manager
P. O. Box 424
Baytown, Texas 77522-0424
FAX: 281-420-6586
For the Professional:
CLARK CONDON ASSOCIATES, INC.
Attn: President
10401 Stella Link Road
Houston, TX 77025
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.
8
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.
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 October, 2006, the date of execution by the City
Manager of the City of Baytown.
CLARK CONDON ASSOCIATES, INC.
&t, 600//"--�
(Signature)
5A e,/x /* - "0/1 ale/i
(Printed Name)
P(1it _r
,42 ton
(Title)
9
CITY OF B YTOWN
�gAYTp��
`. If GARY JA ON, City Manager
U: T y
* ' ODY, •ty Clerk
APPROVED AS TO ORM:
dalk�',A'14 '4�94
ACIO RAMIREZ, SR. ity Attorney
STATE OF TEXAS §
COUNTY OF HARRIS §
Before me on this day personally appeared S h e i a m . Co n O n, in
his/her capacity as of Clark Condon Associates, Inc., on behalf
of such company,
known to me;
proved to me on the oath of ; or
proved to me through his/her current
{description of identification card or other document issued by the federal
government or any state government that contains the photograph and signature of
the acknowledging person}
(check one)
to be the person whose name is subscribed to the foregoing instrument and acknowledged to me
that he/she executed the same for the purposes and consideration therein expressed.
-� h
SUBSCRIBED AND SWORN before me this M day of O c�o z r , 2006.
RENETTE TICER Notary Public in and for the State of Texas
J��Kr PVO�4 RR g�
L\ B g
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�' j August 31,2008 10
EXHIBIT A
COMPENSATION
Professional's services under this agreement shall be FIFTEEN THOUSAND AND NO/100 DOLLARS
based upon the following basic service:
ServiceBasic
Design Development Services $ 25500.00
Construction Document Services $ 85000.00
Bid Phase Services $ L000.00
Construction Phase Services $ 35500.00
Total Lump Sum 1 $ 159000.00
The lump sum fees shall be paid upon completion and acceptance of the services.
Additional Services
Professional will perform additional services, if any, 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. Additional services authorized in advance in writing shall be billed at the
following hourly rates:
.. per Hour
Principal $ 145.00
Senior Associate $ 115.00
Project Manager $ 100.00
Desi ner $ 100.00
Associate $ 80.00
Assistant Project Manager $ 75.00
Project Staff $ 65.00
Administrative $ 55.00
EXHIBIT B
Reimbursable Expenses
Reimbursable expenses shall include cost of out-of-town travel, mileage, long distance telephone calls
and other directly related costs. Such expenses will be invoiced to the City at the Professional's direct
cost plus 10%, except for mileage charges, which will be invoiced at the IRS rate, which is currently
$0.445 per mile. Reimbursable expenses will not exceed the following:
Structural...................................................$100.00
MEP ..........................................................$2,000.00
Geotechnical..............................................$11500.00
Miscellaneous............................................ $15000.00
Additionally, expenses associated with 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.
EXHIBIT C
SCHEDULE OF WORK
Professional shall complete the Design Development Services within 60 days after execution of this
Agreement by the City. Construction Document Services shall be complete within 60 days after the
Design Development Services are accepted by the City. Bid Phase Services will be performed in an
expedient manner meeting all time periods required by law, including, but not limited to, publication of
notices and bid openings. Professional shall perform Construction Phase Services throughout and until
completion and acceptance by the City Council of the work associated with the Project.
EXHIBIT D
SCOPE OF WORK
A. Generally:
The Professional shall provide Plans, Specifications, Bid Documents, Construction Estimates, and Bidding
and Construction Phase landscape architectural services associated with the Project. The Professional shall
prepare landscape architectural services, including design development and construction documents for the
landscape improvements for the Baytown Firefighters Memorial. Areas to be included in the documents
are based on approved Preliminary Plans prepared by Professional and are as follows:
1. Sculpture plaza including paving,sculpture base,seat walls and flagpoles;
2. walkway from existing gazebo to plaza;
3. Modifications to the existing irrigation system associated with the memorial; and
4. Additional site lighting associated with the memorial.
B. Basic Services:
Professional shall provide the following scope of services:
1. Design Development Services. For Design Development Services,the Professional shall:
a. Consult with City to define and clarify City's requirements for the rehabilitation of the
Baytown Firefighters Memorial Project.
b. Attend meetings with City and City's designated boards and/or commissions to receive
input.
C. Identify, consult with, and analyze requirements of any governmental authorities having
jurisdiction to approve the portions of the Project designed or specified by Professional.
d. Provide technical criteria, written descriptions, and design data as needed for the
Professional on behalf of the City to file applications for permits from or to obtain
approvals of governmental authorities having jurisdiction to review or approve the final
design of the Project and assist City in consultations, if any,with appropriate authorities.
e. Prepare drawings and plans to depict actual materials, sizes and locations of all landscape
elements.
f. Advise City of the Professional's opinion of probable construction cost and total project
costs.
g. Furnish three (3) review copies of the design development drawings within sixty (60) days
of authorization to begin services and review it with City.
2. Construction Document Services. Once the City approves the Design Development Drawings,
the Professional shall perform the following Construction Document Services:
a. Prepare the Construction Documents and Technical Specifications for bidding of the
Project, including,but not limited to:
(1) the City's standard agreement for construction services, including all associated
notices and instructions to bidders;
(2) layout and construction plans;
(3) plans denoting modifications to the existing irrigation system, including plans and
specifications, identification, location and sizing of the irrigation system and its
component parts;
(4) details for all landscape materials with specifications as required for proper
construction, installation or finishing of all landscape components;and
(5) all necessary specifications which shall be in Standard CSI Format including
Special Conditions.
b. Advise City of the Professional's updated opinion of probable construction cost and total
project costs.
C. Within 60 calendar days after the Design Development Services are accepted by the City,
prepare and furnish bid documents for review and approval by City, its legal counsel, and
other advisors,as appropriate,and assist City in the preparation of other related documents.
3. Bid Phase Services. Once the City approves the Construction Documents, the Professional shall
perform the following Bid Phase Services:
a. Assist City in advertising for and obtaining bids for the Project and, where applicable,
provide 15 sets of plans and specifications, and maintain a record of prospective bidders to
whom bidding documents have been issued.
b. Issue addenda as appropriate to clarify,correct,or change the bidding documents.
c Consult with City as to the acceptability of subcontractors, suppliers, and other individuals
and entities proposed by Contractor for those portions of the Project as to which such
acceptability is required by the bidding documents.
d. Attend the Mandatory Pre-Bid Conference and the Bid Opening, prepare bid tabulation
sheets,and assemble contract documents.
e. Assist City in both evaluating bids and awarding contracts for the Project.
f. Assist in connection with Bid protests, rebidding contracts for construction, materials,
equipment,or services.
4. Construction Phase Services. Once the City awards a bid for the construction of the Project, the
Professional shall perform the following Construction Phase Services:
a. Consult with City and act as City's representative as provided in the construction
agreement with the contractor.
b. Participate in a Pre-Construction Conference prior to commencement of Project at the Site.
C. As appropriate, establish baselines and benchmarks for locating the Project which in
Professional's judgment are necessary to enable Contractor to proceed.
d. Make visits to the Site at intervals appropriate to the various stages of construction as
Professional and/or City deems necessary or appropriate:
(1) to verify Contractor's payment requests,
(2) to observe as an experienced and qualified design professional the progress and
quality of the Project,
(3) to determine if Contractor's work is proceeding in accordance with the Contract
Documents,
(4) to keep City informed of the progress of the Project,and
(5) to provide for City a greater degree of confidence that the completed Project will
substantially conform to the Contract Documents.
This shall not involve exhaustive or continuous on-site inspections. The Professional shall
not be responsible or liable for the Contractor's failure to perform the construction work in
accordance with the contract documents.
e. Consult and provide advice and support to the City and its inspectors.
f. Recommend to City that Contractor's work be disapproved and rejected while it is in
progress if, on the basis of such observations,Professional believes that such work will not
produce a completed Project that substantially conforms to the Contract Documents.
g. Issue necessary clarifications and interpretations of the Contract Documents as appropriate
to the orderly completion of Contractor's work.
h. Recommend Change Orders and Work Change Directives to City, as appropriate, and
prepare Change Orders and Work Change Directives as required.
i. Require such special inspections or tests of Contractor's work as deemed reasonably
necessary, and receive and review all certificates of inspections, tests, and approvals
required by Laws and Regulations or the Contract Documents to determine if the results
certified indicate compliance with the Contract Documents.
j. Based on Professional's observations as an experienced and qualified design professional
and on review of applications for payment and accompanying supporting documentation,
determine the amounts that Professional recommends Contractor be paid. In the case of unit
price work, Professional's recommendations of payment will include final determinations of
quantities and classifications of Contractor's work (subject to any subsequent adjustments
allowed by the contract documents).
k. Conduct final inspections to determine if the completed Project of Contractor is acceptable
and is in compliance with the Contract Documents so that Professional may recommend, in
writing, final payment to Contractor. If it is not in compliance with the Contract Documents,
prepare a final punch list, provide it to the Contractor, and conduct other final inspections in
order to recommend final payment.
1. Prepare and furnish to City record drawings on mylar showing appropriate record
information based on Project annotated record documents received from Contractor.
Basic Services shall not include (i) topographic and boundary surveys, (ii) existing site engineering and
utility base information, and(iii)soil engineering,geotechnical consultant services or related testing.
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