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Ordinance No. 10,568ORDINANCE NO. 10,568 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS, AUTHORIZING AN AGREEMENT WITH CLAUNCH & MILLER, INC., FOR PRELIMINARY ENGINEERING DESIGN SERVICES ASSOCIATED WITH THE GOOSE CREEK SANITARY SEWER TRUNKLINE PROJECT; AUTHORIZING PAYMENT BY THE CITY OF BAYTOWN OF AN AMOUNT NOT TO EXCEED ONE HUNDRED SEVENTY-NINE THOUSAND EIGHT HUNDRED FIFTY AND NO/100 DOLLARS ($179,850.00); 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 the Interim City Manager to execute and the City Clerk to attest to an agreement with Claunch & Miller, Inc., for preliminary engineering design services associated with the Goose Creek Sanitary Sewer Trunkline Project. A copy of such agreement is attached hereto as Exhibit "A" and incorporated herein for all intents and purposes. Section 2: That the City Council of the City of Baytown authorizes payment to Claunch & Miller, Inc., of the sum not to exceed ONE HUNDRED SEVENTY-NINE THOUSAND EIGHT HUNDRED FIFTY AND NO/100 DOLLARS ($179,850.00), pursuant to the Agreement. Section 3: That the Interim City Manager is hereby granted general authority to approve any change order involving a decrease or an increase in costs of TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($25,000.00) or less; however, the original contract price may not be increased by more than twenty-five percent (25%) or decreased by more than twenty-five percent (25%) without the consent of the contractor to such decrease. Section 4: This ordinance shall take effect immediately from and after its passage by the City Council of the City of Baytown. INTRODUCED, READ and PASSED by the affirmative vote op4\e City Council of the City of Baytown this the 22nd day of March, 2007. : DONCARLOS, Mayor APPROVED AS TO FORM: 4GNACIO RAMIREZ, SR., &fy Attorney R:\Karen\Filcs\City Council\Ordinances\2007\March 22\Claunch&MillerTrunklineProject.doc STANDARD FORM OF AGREEMENT BETWEEN OWNER AND ENGINEER FOR PROFESSIONAL SERVICES THIS AGREEMENT effective as of the _ day of March, 2007 ("Effective Date"). Between City of Baytown ("OWNER") and Claunch & Miller, Inc. ("ENGINEER") ENGINEER shall perform professional services necessary for the Goose Creek Sanitary Sewer Trunk Line Project for the OWNER, which project involves the assessment of the following two segments of an existing sanitary sewer trunk main in the City of Baytown: • Segment 1 consists of approximately 11,775 L.F. of 18-inch to 36-inch sanitary sewer which is aligned along Goose Creek Stream from Baker Road south to the Gulf Coast Lift Station. • Segment 2 consists of approximately 6,250 L.F. of 30-inch to 42-inch sanitary sewer and is located between Gulf Coast Lift Station and Texas Avenue Lift Station. ("Project"). OWNER and ENGINEER in consideration of their mutual covenants as set forth herein agree as follows: Standard Form of Agreement Between Owner and Engineer for Professional Services Page 1 of 11 EXHIBIT A TABLE OF CONTENTS ARTICLE I -SERVICES OF ENGINEER 3 1.01 Scope 3 ARTICLE 2-OWNER'S RESPONSIBILITIES 3 2.01 General 3 ARTICLE 3 -TIMES FOR RENDERING SERVICES 3 3.01 General 3 3.02 Suspension 3 ARTICLE 4 -PAYMENTS TO ENGINEER 3 4.01 Methods of Payment for Services and Reimbursable Expenses of ENGINEER 3 4.02 Other Provisions Concerning Payments 3 ARTICLE 5 -OPINIONS OF COST 4 5.01 Opinions of Probable Construction Cost 4 5.02 Designing to Construction Cost Limit 4 5.03 Opinions of Total Project Costs 4 ARTICLE 6 -GENERAL CONSIDERATIONS 4 6.01 Standards of Performance 4 6.02 Authorized Project Representatives 5 6.03 Design without Construction Phase Services 5 6.04 Use of Documents 5 6.05 Insurance 6 6.06 Termination 6 6.07 Controlling Law 6 6.08 Successors, Assigns, and Beneficiaries 6 6.09 Dispute Resolution 7 6.10 Hazardous Environmental Condition 7 6.11 Allocation of Risks 7 6.12 Notices 7 6.13 Survival 7 6.14Severability 7 6.15 Waiver 7 6.16 Headings 8 ARTICLE 7-DEFINITIONS 8 7.01 Defined Terms 8 ARTICLE 8 -EXHIBITS AND SPECIAL PROVISIONS 9 8.01 Exhibits Included 9 8.02 Total Agreement 10 Standard Form of Agreement Between Owner and Engineer for Professional Services Page 2 of 11 ARTICLE 1 -SERVICES OF ENGINEER 1.01 Scope A. ENGINEER shall provide the Basic and Additional Services set forth herein and in Exhibit A. B. Upon this Agreement becoming effective, ENGINEER is authorized to begin Basic Services as set forth in Exhibit A. C. (Deleted). ARTICLE 2 -OWNER'S RESPONSIBILITIES 2.01 General A. OWNER shall have the responsibilities set forth herein and in Exhibit B. ARTICLE 3 -TIMES FOR RENDERING SERVICES 3.01 General A. (Modified) ENGINEER'S services and compensation under this Agreement have been agreed to for the preparation of a preliminary master plan report for the Project. ENGINEER'S obligation to render services hereunder will be for whatever period necessary for the final completion of said services. B. (Deleted). C. (Modified) For purposes of this Agreement the term "day" means a calendar day of 24 hours. 3.02 Suspension A. (Deleted) B. (Modified) If ENGINEER'S services are delayed or suspended in whole or in part by OWNER, ENGINEER may be entitled to equitable adjustment of rates and amounts of compensation provided for elsewhere in this Agreement to reflect, reasonable costs incurred by ENGINEER in connection with, among other things, such delay or suspension and reactivation and the fact that the time for performance under this Agreement has been revised, unless such delay or suspension is caused in whole or in part by the ENGINEER, its officers, agents, or employees. If Engineer causes or contributes to the delay or suspension, ENGINEERING shall have no right to seek additional compensation. ARTICLE 4 -PAYMENTS TO ENGINEER 4.01 Methods of Payment for Services Reimbursable Expenses of ENGINEER and A. For Basic Services. OWNER shall pay ENGINEER for Basic Services performed or furnished under Exhibit A, Part 1, as set forth in Exhibit C. B. For Additional Services. OWNER shall pay ENGINEER for Additional Services performed or furnished under Exhibit A, Part 2, as set forth in Exhibit C. C. (Modified) For Reimbursable Expenses. In addition to payments provided for in paragraphs 4.01.A and 4.01.B, OWNER shall pay ENGINEER for Reimbursable Expenses incurred by ENGINEER and ENGINEER'S Consultants as set forth in Exhibit C. 4.02 Other Provisions Concerning Payments A. Preparation of Invoices. Invoices will be prepared in accordance with ENGINEER'S standard invoicing practices and will be submitted to OWNER periodically via mail or email by ENGINEER, unless otherwise agreed. ENGINEER shall supply detailed back-up information along with each invoice in order for the OWNER to effectively evaluate the fees and charges. The amount billed in each invoice will be calculated as set forth in Exhibit C. B. (Modified) Payment of Invoices. Invoices are due and payable within 30 days after the receipt of the invoice and the necessary backup information. If OWNER fails to make any payment due ENGINEER for services and expenses within 30 days after receipt of ENGINEER'S invoice and the required backup documentation therefor, the amounts due ENGINEER will accrue interest at the rate set forth in Section 2251.025 of the Texas Government Code (or the maximum rate of interest permitted by law, if less) after the 30th day. ENGINEER may after giving seven days written notice to OWNER suspend services under this Agreement until ENGINEER has been paid in full all amounts due for services, expenses, and other related charges. However, it is expressly understood and agreed that ENGINEER will not charge any interest or penalty as set forth herein on any portion of an invoice that is disputed and/or withheld in accordance with paragraph 4.02 and that ENGINEER will not suspend services under the agreement on account of a disputed invoice or on account of monies withheld. All Standard Form of Agreement Between Owner and Engineer for Professional Services Page 3 of 11 payments will be credited first to principal and then to interest. C. Disputed Invoices. In the event of a disputed or contested invoice, only that portion so contested may be withheld from payment, and the undisputed portion will be paid. D. Payments Upon Termination. 1. In the event of any termination under section 6.06, ENGINEER will be entitled to invoice OWNER and will be paid in accordance with Exhibit C for all services performed or furnished and all Reimbursable Expenses incurred through the effective date of termination; provided all instruments of service have been tendered to the OWNER. 2. (Deleted) E.(Modified) Records of ENGINEERS Costs. Records of ENGINEER'S costs pertinent to ENGINEER'S compensation under this Agreement shall be kept in accordance with generally accepted accounting practices. Copies of such records will be made available to OWNER upon request at no cost to OWNER. F. Legislative Actions. In the event of legislative actions after the Effective Date of the Agreement by any level of government that impose taxes, fees, or costs on ENGINEER'S services or other costs in connection with this Project or compensation therefor, such new taxes, fees, or costs shall be invoiced to and paid by OWNER as a Reimbursable Expense to which a Factor of 1.0 shall be applied. Should such taxes, fees, or costs be imposed, they shall be in addition to ENGINEER'S estimated total compensation. ARTICLE 5 -OPINIONS OF COST 5.01 Opinions of Probable Construction Cost A. ENGINEER'S opinions of probable Construction Cost provided for herein are to be made on the basis of ENGINEER'S experience and qualifications and represent ENGINEER'S best judgment as an experienced and qualified professional generally familiar with the industry. However, since ENGINEER has no control over the cost of labor, materials, equipment, or services furnished by others, or over the Contractor's methods of determining prices, or over competitive bidding or market conditions, ENGINEER cannot and does not guarantee that proposals, bids, or actual Construction Cost will not vary from opinions of probable Construction Cost prepared by ENGINEER. If OWNER wishes greater assurance as to probable Construction Cost, OWNER shall employ an independent cost estimator as provided in Exhibit B. 5.02 Designing to Construction Cost Limit A. (Deleted) 5.03 Opinions of Total Project Costs A. (Deleted) ARTICLE 6 -GENERAL CONSIDERATIONS 6.01 Standards of Performance A. (Modified) The standard of care for all professional engineering and related services performed or furnished by ENGINEER under this Agreement will be the care and skill ordinarily used by members of ENGINEER'S profession practicing under similar circumstances at the same time and in the same locality. B. (Modified) ENGINEER shall be responsible for the technical accuracy of its services and documents resulting therefrom, and OWNER shall not be responsible for discovering deficiencies therein. ENGINEER shall correct such deficiencies without additional compensation except to the extent such action is directly attributable to deficiencies in OWNER-furnished information upon which ENGINEER is authorized to rely as provided in Section 6.0I.E. C. ENGINEER shall perform or furnish professional engineering and related services in all phases of the Project to which this Agreement applies. ENGINEER shall serve as OWNER'S prime professional for the Project. ENGINEER may employ such ENGINEER'S Consultants as ENGINEER deems necessary to assist in the performance or furnishing of the services. ENGINEER shall not be required to employ any ENGINEER'S Consultant unacceptable to ENGINEER. D. ENGINEER and OWNER shall comply with applicable Laws or Regulations and OWNER-mandated standards. This Agreement is based on these requirements as of its Effective Date. Changes to these requirements after the Effective Date of this Agreement may be the basis for modifications to OWNER'S responsibilities or to ENGINEER'S scope of services, times of performance, or compensation. E. (Modified) OWNER shall be responsible for, and ENGINEER may rely upon, the accuracy and completeness Standard Form of Agreement Between Owner and Engineer for Professional Services Page 4 of 11 of all requirements, programs, instructions, reports, data, and other information furnished by OWNER to ENGINEER pursuant to this Agreement, unless expressly stated or communicated otherwise by OWNER. ENGINEER may use such requirements, reports, data, and information in performing or furnishing services under this Agreement. F. OWNER shall make decisions and carry out its other responsibilities in a timely manner and shall bear all costs incident thereto so as not to delay the services of ENGINEER. G. (Deleted). H. (Modified) ENGINEER shall not be required to sign any documents, no matter by whom requested, that would result in ENGINEER'S having to certify, guarantee or warrant the existence of conditions whose existence ENGINEER cannot ascertain; provided, that ENGINEER has exercised due diligence and was not otherwise required to certify, guarantee or warrant the existence of such conditions. I. (Deleted). J. (Deleted) K. (Deleted). L. (Deleted). 6.02 Authorized Project Representatives A. Contemporaneous with the execution of this Agreement, ENGINEER and OWNER shall designate specific individuals to act as ENGINEER'S and OWNER'S representatives with respect to the services to be performed or furnished by ENGINEER and responsibilities of OWNER under this Agreement Such individuals shall have authority to transmit instructions, receive information, and render decisions relative to the Project on behalf of each respective party. 6.03 Design without Construction Phase Services (Deleted). 6.04 Use of Documents A. (Modified) Upon execution of this Agreement, the ENGINEER grants to the OWNER an ownership interest in the Instruments of Service. The ENGINEER shall obtain similar interests from the OWNER and the ENGINEER'S consultants consistent with this Agreement. Within seven days of any termination or expiration of this Agreement, the ENGINEER shall be required to tender to OWNER all Instruments of Service; provided OWNER has paid all monies, excluding any disputed amount, due and owing to ENGINEER in accordance with this Agreement. With such ownership interest, it is expressly understood by the parties hereto that the OWNER may use the Instruments of Service for any purposes which the OWNER sees fit, including, but not limited to, subsequent construction, reconstruction, alteration, and/or repairs of the Project. As a condition to the OWNER'S use of the Instruments of Service, the OWNER hereby expressly agrees to remove the ENGINEER'S name and all references to the ENGINEER, and its consultants from the Documents. The OWNER hereby releases any and all claims which the OWNER could make arising out of or in connection with any reuse of the documents by the OWNER. This release of claims for the matters covered in this Paragraph 6.04.A shall be for the benefit of the ENGINEER, its officers, and employees and sub-consultants, as well as their successors and assigns. B. (Modified) Copies of OWNER-furnished data that may be relied upon by ENGINEER are limited to the printed copies that are delivered to ENGINEER pursuant to Exhibit B unless otherwise expressly stated or communicated by OWNER. Files in electronic media format of text, data, graphics, or of other types that are furnished by OWNER to ENGINEER are only for convenience of ENGINEER. Any conclusion or information obtained or derived from such electronic files will be at the user's sole risk. C. Copies of Documents that may be relied upon by OWNER are limited to the printed copies (also known as hard copies) that are signed or sealed by the ENGINEER. Files in electronic media format of text, data, graphics, or of other types that are furnished by ENGINEER to OWNER are only for convenience of OWNER. Any conclusion or information obtained or derived from such electronic files will be at the user's sole risk. D. Because data stored in electronic media format can deteriorate or be modified inadvertently or otherwise without authorization of the data's creator, the party receiving electronic files agrees that it will perform acceptance tests or procedures within 60 days, after which the receiving party shall be deemed to have accepted the data thus transferred. The party delivering the electronic files will correct any errors detected within the 60-day acceptance period. ENGINEER shall not be responsible to maintain documents stored in electronic media format after acceptance by OWNER. E. When transferring documents in electronic media format, ENGINEER makes no representations as to long-term compatibility, usability, or readability of documents resulting from the use of software application packages, operating Standard Form of Agreement Between Owner and Engineer for Professional Services Page 5 of 11 systems, or computer hardware differing from those used by ENGINEER at the beginning of this Project. F. (Modified) Any use of the Documents on any extension of the Project or on any other project shall be at OWNER'S sole risk and OWNER hereby releases ENGINEER from any liability associated solely with the reuse of the Documents. G. If there is a discrepancy between the electronic flies and the hard copies, the hard copies govern. H. Any verification or adaptation of the Documents for extensions of the Project or for any other project will entitle ENGINEER to further compensation at rates to be agreed upon by OWNER and ENGINEER. 6.05 Insurance A. ENGINEER shall procure and maintain insurance as set forth in Exhibit G, "Insurance." B. Not used. C. Not used. D. Not used. E. Not used. F. At any time, OWNER may request that ENGINEER, at OWNER'S sole expense, provide additional insurance coverage, increased limits, or revised deductibles that are more protective than those specified in Exhibit G. If so requested by OWNER, with the concurrence of ENGINEER, and if commercially available, ENGINEER shall obtain and shall require ENGINEER'S Consultants to obtain such additional insurance coverage, different limits, or revised deductibles for such periods of time as requested by OWNER, and Exhibit G will be supplemented to incorporate these requirements. 6.06 Termination A. (Modified) terminated: The obligations hereunder may be 1. For cause, a. (Modified) By either party upon 30 days written notice in the event of failure by the other party to perform in accordance with the terms hereof through no fault of the terminating party; or b. By ENGINEER upon seven days written notice if ENGINEER is being requested by OWNER to furnish or perform services contrary to ENGINEER'S responsibility as a licensed professional. c. Notwithstanding the foregoing, this Agreement will not terminate as a result of such substantial failure if the party receiving such notice begins, within seven days of receipt of such notice, to correct its failure to perform and proceeds diligently to cure such failure within no more than 30 days of receipt thereof; provided, however, that if and to the extent such substantial failure cannot be reasonably cured within such 30 day period, and if such party has diligently attempted to cure the same and thereafter continues diligently to cure the same then the cure period provided for herein shall extend up to, but in no case more than 60 days after the date of receipt of the notice. 2. For convenience by OWNER effective upon the receipt of notice by ENGINEER. B. Not used. 6.07 Controlling Law A. This Agreement is to be governed by the law of the state in which the Project is located. 6.08 Successors, Assigns, and Beneficiaries A. OWNER and ENGINEER each is hereby bound and the partners, successors, executors, administrators and legal representatives of OWNER and ENGINEER (and to the extent permitted by paragraph 6.08.B the assigns of OWNER and ENGINEER) are hereby bound to the other party to this Agreement and to the partners, successors, executors, administrators and legal representatives (and said assigns) of such other party, in respect of all covenants, agreements and obligations of this Agreement. B. Neither OWNER nor ENGINEER may assign, sublet, or transfer any rights under or interest (including, but without limitation, moneys that are due or may become due) in this Agreement without the written consent of the other, except to the extent that any assignment, subletting, or transfer is mandated or restricted by law. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. Standard Form of Agreement Between Owner and Engineer for Professional Services Page 6 of 11 C. Unless expressly provided otherwise in this Agreement: 1. Nothing in this Agreement shall be construed to create, impose, or give rise to any duty owed by OWNER or ENGINEER to any Contractor, Contractor's subcontractor, supplier, other individual or entity, or to any surety for or employee of any of them. 2. All duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of OWNER and ENGINEER and not for the benefit of any other party. The OWNER agrees that the substance of the provisions of this paragraph 6.08.C shall appear in the Contract Documents. 6.09 Not Used. 6.10 Hazardous Environmental Condition A. OWNER represents to Engineer that to the best of its knowledge a Hazardous Environmental Condition does not exist. B. (Modified) OWNER has disclosed to the best of its knowledge and belief to ENGINEER the existence of all Asbestos, PCB's, Petroleum, Hazardous Waste, or Radioactive Material located at or near the Site, including type, quantity and location. C. (Modified) If a Hazardous Environmental Condition is encountered or alleged, ENGINEER shall have the obligation to notify OWNER on or before the next business day of the same. D. It is acknowledged by both parties that ENGINEER'S scope of services does not include any services related to a Hazardous Environmental Condition. In the event ENGINEER or any other party encounters a Hazardous Environmental Condition, ENGINEER may, at its option and without liability for consequential or any other damages, suspend performance of services on the portion of the Project affected thereby until OWNER: (i) retains appropriate specialist consultant(s) or contractors) to identify and, as appropriate, abate, remediate, or remove the Hazardous Environmental Condition; and (ii) warrants that the Site is in full compliance with applicable Laws and Regulations. E. OWNER acknowledges that ENGINEER is performing professional services for OWNER and that ENGINEER is not and shall not be required to become an "arranger," "operator," "generator," or "transporter" of hazardous substances, as defined in the Comprehensive Environmental Response, Compensation, and Liability Act of 1990 (CERCLA), which are or may be encountered at or near the Site in connection with ENGINEER'S activities under this Agreement. F. If ENGINEER'S services under this Agreement cannot be performed because of a Hazardous Environmental Condition, the existence of the condition shall justify ENGINEER'S terminating this Agreement for cause on 30 days notice. 6.11 Allocation of Risks A. (Modified) Indemnification. See Exhibit K. 6.12 Notices A. (Modified) Any notice required under this Agreement will be in writing, addressed to the appropriate party at its address on the signature page and given personally, or by registered or certified mail postage prepaid, or by a commercial courier service. Additionally, notices may be given via facsimile or by electronic mail if such notice is also given personally, or by registered or certified mail or by a commercial courier service. All notices shall be effective upon the date of receipt. 6.13 Survival A. (Modified) All express representations, indemnifications, and limitations of liability included in this Agreement will survive its completion or termination for any reason. 6.14 Scvcrability A. Any provision or part of the Agreement held to be void or unenforceable under any Laws or Regulations shall be deemed stricken, and all remaining provisions shall continue to be valid and binding upon OWNER and ENGINEER, who agree that the Agreement shall be reformed to replace such stricken provision or part thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision. 6.15 Waiver A. Non-enforcement of any provision by either party shall not constitute a waiver of that provision, nor shall it affect the enforceability of that provision or of the remainder of this Agreement. Standard Form of Agreement Between Owner and Engineer for Professional Services Page 7 of 11 6.16 Headings A. The headings used in this Agreement are for general reference only and do not have special significance. ARTICLE 7 -DEFINITIONS 7.01 Defined Terms A. Wherever used in this Agreement (including the Exhibits hereto) and printed with initial or all capital letters, the terms listed below have the meanings indicated, which are applicable to both the singular and plural (hereof: 1. Deleted 2. Additional Services—The services to be performed for or furnished to OWNER by ENGINEER in accordance with Exhibit A, Part 2 of this Agreement. 3. Agreement—This "Standard Form of Agreement between OWNER and ENGINEER for Professional Services," including those Exhibits listed in Article 8 hereof. 4. Application for Payment-The form acceptable to ENGINEER which is to be used by Contractor in requesting progress or final payments for the completion of its Work and which is to be accompanied by such supporting documentation as is required by the Contract Documents. 5. Asbestos—Any material that contains more than one percent asbestos and is friable or is releasing asbestos fibers into the air above current action levels established by the United States Occupational Safety and Health Administration. 6. Basic Services—The services to be performed for or furnished to OWNER by ENGINEER in accordance with Exhibit A, Part 1, of this Agreement. 7. Deleted 8. Deleted 9. Deleted 10. Deleted 11. Deleted 12. Deleted 13. Deleted 14. Deleted 15. Deleted 16. Deleted 17. Deleted 18. Deleted 19. Documents-Data, reports, Drawings, Specifications, Record Drawings, and other deliverables, whether in printed or electronic media format, provided or furnished in appropriate phases by ENGINEER to OWNER pursuant to this Agreement. 20. Drawings-Thai part of the Contract Documents prepared or approved by ENGINEER which graphically shows the scope, extent, and character of the Work to be performed by Contractor. Shop Drawings are not Drawings as so defined. 21. Deleted 22. Effective Date of the Agreement—The date indicated in this Agreement on which it becomes effective, but if no such date is indicated, it means the date on which the Agreement is signed and delivered by the last of the two parties to sign and deliver. 23. ENGINEER'S Consultants—Individuals or entities having a contract with ENGINEER to furnish services with respect to this Project as ENGINEER'S independent professional associates, consultants, subcontractors, or vendors. The term ENGINEER includes ENGINEER'S Consultants. 24. Deleted 25. Deleted 26. Deleted 27. Hazardous Environmental Condition—The presence at the Site of Asbestos, PCB's, Petroleum, Hazardous Waste, or Radioactive Materials in such quantities or circumstances that may present a substantial danger to persons or property exposed thereto in connection with the Work. 28. Hazardous tVaste-The term Hazardous Waste shall have the meaning provided in Section 1004 of the Standard Form of Agreement Between Owner and Engineer for Professional Services Page 8 of 11 Solid Waste Disposal Act (42 USC Section 6903) as amended from time to time. 29. Laws and Regulations; Laws or Regulations— Any and all applicable laws, rules, regulations, ordinances, codes, standards, and orders of any and all governmental bodies, agencies, authorities, and courts havingjurisdiction. 30. PCB's-Polychlorinated biphenyls. 31. Petroleum—Petroleum, including crude oil or any fraction thereof which is liquid at standard conditions of temperature and pressure (60 degrees Fahrenheit and 14.7 pounds per square inch absolute), such as oil, petroleum, fuel oil, oil sludge, oil refuse, gasoline, kerosene, and oil mixed with other non-Hazardous Waste and crude oils. 32. Radioactive Materials-Source, special nuclear, or byproduct material as defined by the Atomic Energy Act of 1954 (42 USC Section 2011 et seq.) as amended from time to time. 33. Deleted 34. Reimbursable Expenses-The expenses incurred directly by ENGINEER in connection with the performing or furnishing of Basic and Additional Services for the Project for which OWNER shall pay ENGINEER as indicated in Exhibit C. 35. Deleted 36. Samp/ex—Physical examples of materials, equipment, or workmanship that are representative of some portion of the Work and which establish the standards by which such portion of the Work will be judged. 37. Deleted 38. S»te--Lands or areas indicated in the Contract Documents as being furnished by OWNER upon which the Work is to be performed, righls-of-way and easements for access thereto, and such other lands furnished by OWNER which are designated for use of Contractor. 39. Deleted 40. Deleted 41. Deleted 42. Deleted 43. WorA'-Tlie entire completed construction or the various separately identifiable parts thereof required to be provided under the Contract Documents with respect to this Project. Work includes and is the result of performing or furnishing labor, services, and documentation necessary to produce such construction and furnishing, installing, and incorporating all materials and all equipment into such construction, all as required by the Contract Documents. 44. Deleted 45. Written Amendment—A written amendment of the Contract Documents signed by OWNER and Contractor on or after the Effective Date of the Construction Agreement and normally dealing with the non-engineering or non-technical rather than strictly construction-related aspects of the Contract Documents. ARTICLE 8 PROVISIONS EXHIBITS AND SPECIAL 8.01 Exhibits Included A. Exhibit A, "ENGINEER'S Services," consisting of five (5) pages. B. Exhibit B, "OWNER'S Responsibilities," consisting of two (2) pages. C. Exhibit C, "Payments to Engineer for Services and Reimbursable Expenses," consisting of two (2) pages. D. Exhibit D, "Duties, Responsibilities and Limitations of Authority of Resident Project Representative," is not used. used. E. Exhibit E, "Notice of Acceptability of Work," is not F. Exhibit F, "Construction Cost Limit," is not used. G. Exhibit G, "Insurance," consisting of two (2) pages. H. Exhibit H, "Dispute Resolution," is not used. I. Exhibit I, "Allocation of Risks," is not used. J. Exhibit J, "Special Provisions" is not used. Standard Form of Agreement Between Owner and Engineer for Professional Services Page 9 of 11 K. (Added) Exhibit K, "Indemnification" consisting of two (2) pages. 8.02 Total Agreement A. This Agreement (consisting of pages 1 to II inclusive, together with the Exhibits identified above) constitutes the entire agreement between OWNER and ENGINEER and supersedes all prior written or oral understandings. Tin's Agreement may only be amended, supplemented, modified, or canceled by a duly executed written instrument. This Agreement along with the exhibits shall be read and construed as the same Agreement. Standard Form of Agreement Between Owner and Engineer for Professional Services Page 10 of 11 IN WITNESS WHEREOF, the parties hereto have executed this Agreement, the Effective Date of which is indicated on page I. OWNER: CITYOF BAYTOWN Signature: Printed Name: Bob Leiper Title: Interim City Manager Date Signed: Address for giving notices: P.O. Box 424 Baytown, Texas 77522 ENGINEER: CLAUNCH & MILLER, INC. Signature: Printed Name: Title: Date Signed: Address for giving notices: 4635 Southwest Freeway, Suite 1000 Houston, TX 77027-7169 Designated Representative (paragraph 6.02.A): Name: Jarle (Joe) Lysengen Designated Representative (paragraph 6.02.A): Name: Dennis Seeman, P.E. Title: Acting Director of Engineering Phone Number: (281) 420-6546 Title: Senior Project Director Phone Number: (713) 662-9264 Facsimile Number: (281) 420-6586 E-Mail Address: joe.lysengen@baytown.org Facsimile Number: (713) 662-9265 E-Mail Address: dseeman@claunchmiller.com Standard Form of Agreement Between Owner and Engineer for Professional Services Page 11 of 11 This is EXHIBIT A, consisting of 5 pages, referred to in and part of the Agreement between OWNER and ENGINEER for Professional Services dated . Initial: OWNER ENGINEER ENGINEER'S Services Article 1 of the Agreement is amended and supplemented to include the following agreement of the parties. ENGINEER shall provide Basic and Additional Services as set forth below. PART 1 -BASIC SERVICES (Modified) A1.01 Preliminary Design Phase A. ENGINEER shall: 1. Consult with OWNER to define and clarify OWNER'S requirements for the Project and available data. 2. Advise OWNER as to the necessity of OWNER'S providing data or services of the types described in Exhibit B which arc not part of ENGINEER'S Basic Services, and assist OWNER in obtaining such data and services. 3. (Modified) Identify, consult with, and analyze requirements of governmental authorities having jurisdiction to approve the portions of the Project designed or specified by ENGINEER, including but not limited to mitigating measures identified in the environmental assessment (if any). 4. Identify and evaluate potential solutions available to OWNER; and, after consultations with OWNER, recommend to OWNER those solutions which in ENGINEER'S judgment meet OWNER'S requirements for the Project. 5. (Modified) Attend meetings with OWNER to receive input into OWNER'S requirements for the Project and evaluation potential solutions available to OWNER and to discuss and finalize design criteria and acquire pertinent information regarding the Project. 6. (Modified) Perform or provide the following additional Preliminary Design Phase tasks or delivcrables: a. Represent the OWNER in coordinating the Project with other governmental entities and private utilities; b. Obtain and evaluate maintenance data on sanitary sewer trunk mains; c. Evaluate history of repairs an complaints on the sanitary sewer trunk mains associated with the Project; d. Provide oversight at the Project site during televising the sanitary sewer truck main within the two segments of the Project, consisting of approximately 18,975 L.F. of 18-inch thru 42-inch sanitary sewer trunk main; e. Coordinate with the OWNER during television inspection operations; f. Review and evaluate the television inspection videotapes to formulate a recommendation concerning the rehabilitation or replacement of the truck main; g. Gather and review information in the field that will aid with the preliminary engineering efforts; h. Identify the sanitary sewer lines that can be rehabilitated or replaced with the available budget; i. Determine and evaluate the existing service areas encompassed by the truck main; j. Perform a condition assessment to aid in verifying the existing line sizes in order to assist in determining the adequacy of the line sizes to carry the flows for the service area; Page I of5 Pages (Exhibit A -ENGINEER'S Services) k. Conduct meetings with OWNER to discuss easements, routes, land use, and future planning considerations; I. Perform a capacity analysis of the project area to evaluate the adequacy of the existing line sizes and the impact of the rehabilitation methodology (slip lining and cured in place liner); m. Perform a site reconnaissance survey of the project area to identify surface features and other factors that would affect rehabilitation methodology and construction costs. The information gathered from the field visit will aid the preliminary engineering efforts; n. Perform manhole inspections along the project alignment. These inspections will be for general deterioration and condition purposes. ENGINEER will obtain this information during the television inspection phase. Obtain any available manhole inspection data from OWNER; o. Review and evaluate available manhole inspection data and recommend suitable rehabilitation methods; p. Make written contact with pertinent utility companies in the project area. Obtain available mapping of underground utilities in the project area; q. Conduct meetings with OWNER to discuss easements, routes, land use, and future planning considerations; r. Determine recommended method of rehabilitation for the trunk main. Prepare cost estimates for the recommended improvements; s. Evaluate alternate alignments for trunk lines for segments that cannot be rehabilitated by trenchless methods. Prepare cost estimates for the recommended improvements; t. Identify easements necessary for the Project; u. Identify the sanitary sewer lines that can be rehabilitated and/or replaced with the available budget; and v. Coordinate with OWNER throughout the preliminary engineering phase and provide draft documents for OWNER'S review and comment. 6. Perform or provide the following special services: a. Television Inspection Services 1. Utilize a television inspection subcontractor to perform the Television Inspection Services. 2. Televise approximately 18,975 L.F. of 18-inch to 42-inch sanitary sewer. 3. Coordinate with OWNER during the television inspection phase. b. Phase 1 Environmental Site Assessment 1. Utilize a subconsultant to perform the Phase I Environmental Site Assessment Report. 2. Prepare a Phase I Environmental Site Assessment Report for the project (includes Segment 1 and Segment 2). 3. This report will identify any obvious potential environmental hazards, based on a visual assessment of the project alignments; review of OWNER provided documentation, if available; and review of selected public records and historical information in connection with the property and adjacent properties. The work will be summarized in a written report. c. Jurisdictional Assessment and Wetland Delineation 1. Utilize a subconsultant to provide Jurisdictional Assessment and Report. 2. Provide a Jurisdictional Assessment to evaluate potential federal permit requirements regulated by the United States Army Corps of Engineers for the project (includes Segment 1 and Segment 2). 3. Perform an on-site investigation and identify potential jurisdictional waters of the U.S. in accordance with current Corps guidelines through assessment of existing vegetation, soils, and hydrology. 4. Provide a report documenting the assessment methodology, findings, conclusions, and preliminary recommendations. d. Geotechnical Investigation Services 1. Utilize a subconsultant to perform the Geotechnical Investigation and Report for the project (includes North and South Goose Creek i.e., Segment I & Segment 2). 2. This geotechnical work will focus on assessing preliminary subsurface information for preliminary engineering design and providing a base to develop the scope of services for the final study (which will be conducted during the final design phase). This preliminary Page 2 of5 Pages (Exhibit A -ENGINEER'S Services) geotechnical engineering report will be attached to the Preliminary Engineering Report. 3. Field Exploration -Approximately nine (9) borings will be drilled to an average depth of 15 feet below grade (3-5 feet below sanitary sewer), along the existing alignment to evaluate subsurface conditions. Therefore, a total of 135 V.F. of borings will be performed as part of this preliminary phase. 4. Laboratory Testing -Soil mechanics laboratory testing will be performed to measure physical and engineering properties of related representative soil samples. 5. Geotechnical Report -A geotechnical report will be prepared which will provide recommendations and construction criteria for the project. e. Establish Survey Control and Right of Way Research 1. Utilize a subconsultant to establish the Survey Control and perform Right of Way Research for the project (includes Segment 1 and Segment 2). 2. Research existing property records to establish limits and widths of existing right-of-ways and easements for the project. 3. Establish primary horizontal controls at Baker, Rollingbrook, Spur 201, Decker, and Texas crossings. Tie the controls to City of Baytown GPS points. Recover and tie property corners and manholes at the above five street crossings for reference to the City of Baytown GIS maps. 4. Tie information gathered from the wetlands delineation to survey control. 5. Plot the deeds in AutoCAD and provide a strip map to City. 7. (Modified) Prepare a preliminary engineering report (the "Report") which will identify the sanitary sewer lines that can be rehabilitated or replaced with the available budget and will, as appropriate, contain schematic layouts, sketches, schedule of events, and conceptual design criteria with appropriate exhibits to indicate the agreed-to requirements, considerations involved, and those alternate solutions available to OWNER which ENGINEER recommends. The Report will also include: > Synopsis of the Preliminary Engineering Efforts. > Evaluate results from the Phase I Environmental Assessment, Wetlands Delineation, Survey, and Geotechnical Investigation. > Items that will affect the project, in construction, cost and time. > Information and coordination with other governmental and utility agencies, and data on any required permitting. > Conclusions and recommendations for proceeding into the Final Design Phase with a plan of action, estimated cost and schedule. This Report will be accompanied by ENGINEER'S opinion of Total Project Costs for each solution which is so recommended for the Project with each component separately itemized, including the following, which will be separately itemized: opinion of probable Construction Cost, allowances for contingencies and for the estimated total costs of design, professional, and related services provided by ENGINEER and, on the basis of information furnished by OWNER, allowances for other items and services included within the definition of Total Project Costs. 8. Furnish six (6) review copies of the Draft PER to OWNER within one hundred five (105) calendar days of authorization to begin services and review it with OWNER. 9. Revise the Draft PER in response to OWNER'S and other parties' comments, as appropriate, and furnish six (6) final copies of the revised PER to the OWNER within fifteen (15) calendar days after completion of reviewing it with OWNER. B. (Modified) ENGINEER'S services under the Preliminary Design Phase will be considered complete on the date when the final copies of the revised PER has been delivered to and accepted by OWNER. A1.02 Final Design Phase (Deleted in its entirely) A1.03 Bidding or Negotiating Phase (Deleted in its entirety) Page 3 of 5 Pages (Exhibit A ~ ENGINEER'S Services) A1.04 Construction Phase (Deleted in its entirety) A1.05 Post-Construction Phase (Deleted in its entirety) PART 2 -ADDITIONAL SERVICES A2.01 Additional Services Requiring OWNER's Authorization in Advance A. If authorized in writing in advance by OWNER, ENGINEER shall furnish or obtain from others Additional Services of the types listed below. These services will be paid for by OWNER as indicated in Article 4 of the Agreement; provided they are not already included as part of the Basic Services and they have been approved in writing by the OWNER prior to their performance. 1. (Modified) Preparation of applications and supporting documents (in addition to those furnished under Basic Services) for private or governmental grants, loans or advances in connection with the Project; preparation or review of environmental assessments and impact statements; review and evaluation of" the effects on the design requirements for the Project of any such statements and documents prepared by others; assistance in obtaining approvals of authorities having jurisdiction over the anticipated environmental impact of the Project; and assistance in obtaining on behalf of the OWNER permits not otherwise included with the scope of Basic Services from all governmental authorities having jurisdiction to approve all phases of the PROJECT designed or specified by ENGINEER. 2. Services to make measured drawings of or to investigate existing conditions or facilities, or to verify the accuracy of drawings or other information furnished by OWNER. 3. (Modified) Services resulting from significant changes in the scope, extent, or character of the portions of the Project designed or specified by ENGINEER or its design requirements including, but not limited to, changes in size, OWNER'S schedule, or character of construction; and revising previously accepted studies, reports, Drawings, Specifications, or Contract Documents when such revisions are required by changes in Laws and Regulations enacted subsequent to the Effective Date of this Agreement. 4. (Modified) Services resulting from OWNER'S request to evaluate additional Phase alternative solutions beyond those identified in paragraph A1.01 .A.4. 5. Services required as a result of OWNER'S providing incomplete or incorrect Project information with respect to Exhibit B; provided, such information was to be relied upon by ENGINEER pursuant to Section 6.01 .E of the Agreement. 6. Providing renderings or models for OWNER'S use. 7. Undertaking investigations and studies including, but not limited to, assistance in obtaining financing for the Project; evaluating processes available for licensing, and assisting OWNER in obtaining process licensing; detailed quantity surveys of materials, equipment, and labor; and audits or inventories required in connection with construction performed by OWNER. 8. Furnishing services of ENGINEER'S Consultants for other than Basic Services. 9. Services attributable to more prime construction contracts than specified in paragraph A1.03.C. 10. Services during out-of-town travel required of ENGINEER other than for visits to the Site or OWNER'S office. 11. Preparing for, coordinating with, participating in and responding to structured independent review processes, including, but not limited to, construction management, cost estimating, project peer review, Page 4 of 5 Pages (Exhibit A -ENGINEER'S Services) value engineering, and constructability review requested by OWNER; and performing or famishing services required to revise studies, reports, Drawings, Specifications, or other Bidding Documents as a result of such review processes. 12. Providing assistance in resolving any Hazardous Environmental Condition in compliance with current Laws and Regulations. 13. (Modified) Preparing to serve or serving as a consultant or witness for OWNER in any litigation, arbitration or other dispute resolution process related to the Project if ENGINEER is not a party to the same). 14. Providing more extensive services required to enable ENGINEER to issue notices or certifications requested by OWNER under paragraph 6.01 .G of the Agreement. 15. Other services performed or furnished by ENGINEER not otherwise provided for in this Agreement. 16. Property descriptions. 17. (Modified) Property, easement, right-of-way, and other special surveys or data, including establishing relevant reference points. 18. (Added) Environmental assessments, audits, investigations and impact statements, and other relevant environmental or cultural studies as to the Project, the Site, and adjacent areas. A2.02 Required Additional Services (Deleted) Page 5 of 5 Pages (Exhibit A -ENGINEER'S Services) This is EXHIBIT B, consisting of 2 pages, referred to in and part of the Agreement between OWNER and ENGINEER for Professional Services dated . Initial: OWNER ENGINEER OWNER'S Responsibilities Article 2 of the Agreement is amended and supplemented to include the following agreement of the parties. B2.01 In addition to other responsibilities of OWNER as set forth in this Agreement, OWNER shall: A. Provide ENGINEER with all criteria and full information as to OWNER'S requirements for the Project, including design objectives and constraints, space, capacity and performance requirements, flexibility, and expandability, and any budgetary limitations; and furnish copies of all design and construction standards which OWNER will require to be included in the Drawings and Specifications; and furnish copies of OWNER'S standard forms, conditions, and related documents for ENGINEER to include in the Bidding Documents, when applicable. B. Furnish to ENGINEER any other available information pertinent to the Project including reports and data relative to previous designs, or investigation at or adjacent to the Site. C. (Modified) Following ENGINEER'S assessment of initially-available Project information and data and upon ENGINEER'S written request, furnish or otherwise make available such additional available Project related information and data as is reasonably required to enable ENGINEER to complete its Basic and Additional Services, if any. 1. (Deleted). 2. (Deleted). 3. (Deleted). 4. (Deleted). 5. (Deleted). 6. (Deleted). D. (Deleted). E. (Modified) Authorize ENGINEER to provide Additional Services as set forth in Part 2 of Exhibit A of the Agreement as the OWNER determines is necessary. F. (Modified) Arrange for access to and make all provisions for ENGINEER to enter upon public and private property as required for ENGINEER to perform services under the Agreement. G. Examine all alternate solutions, studies, reports, sketches, Drawings, Specifications, proposals, and other documents presented by ENGINEER (including obtaining advice of an attorney, insurance counselor, and other advisors or consultants as OWNER deems appropriate with respect to such examination) and render in writing timely decisions pertaining thereto. H. (Deleted). Page 1 of2 Pages (Exhibit B -OWNER'S Responsibilities) I. (Deleted). J. Advise ENGINEER of the identity and scope of services of any independent consultants employed by OWNER to perform or furnish services in regard to the Project, including, but not limited to, cost estimating, project peer review, value engineering, and constructability review. K. Deleted L. Deleted M. Deleted N. Deleted Page 2 of2 Pages (Exhibit B -OWNER'S Responsibilities) This is EXHIBIT C, consisting of 2 pages, referred to in and part of the Agreement between OWNER and ENGINEER for Professional Services dated . Initial: OWNER ENGINEER Payments to ENGINEER for Services and Reimbursable Expenses Article 4 of the Agreement is amended and supplemented to include the following agreement of the parties: ARTICLE 4 --PAYMENTS TO THE ENGINEER C4.01 For Basic Services Having A Determined Scope -Cost not to Exceed Method of Payment A. OWNER shall pay ENGINEER for Basic Services set forth in Exhibit A as follows: 1. (Modified) A cost not to exceed amount of S92.900.00. based upon the rate schedule, which is attached as Appendix 1 of Exhibit C and incorporated herein for all intents and purposes times a multiplier of 3.05. This amount does not include those Engineer's Consultant's charges as provided below in this Article 4, Subparagraph C4.O5. 2. (Modified) ENGINEER may with the consent of OWNER alter the distribution of compensation between individual tasks noted herein to be consistent with services actually rendered, but shall not exceed the total cost not to exceed amount unless approved in writing by the OWNER. 3. The cost not to exceed includes compensation for ENGINEER'S services. Appropriate amounts have been incorporated in the cost not to exceed to account for labor, overhead, and profit. 4. Deleted. 5. The portion of the amount billed for ENGINEER'S services will be based upon total services actually completed during the billing period. C4.02 For Basic Services Having An Undetermined Scope — Direct Labor Costs Times a Factor Method of Payment A. (Not Used). C4.03 For Additional Services A. OWNER shall pay Additional Services as follows: ENGINEER for 1. General. For services of ENGINEER'S employees engaged directly on the Project pursuant to paragraph A2.01 or A2.02 of Exhibit A of the Agreement, except for services as a consultant or witness under paragraph A2.01.A.13, an amount based upon the actual hours worked and the rate schedule, which is attached as Appendix I of Exhibit C and incorporated herein for all intents and purposes, times a multiplier of 3.0S plus Reimbursable Expenses and ENGINEER'S Consultant's charges, if any. No Additional Services shall be preformed without the prior written consent of the Owner. 2. (Not Used). C4.04 For Reimbursable Expenses A. (Modified) When not included in compensation for Basic Services under paragraph C4.01, OWNER shall pay ENGINEER for Reimbursable Expenses as the rate set forth in Appendix 2 of this Exhibit C. Before the OWNER shall be liable for any reimbursable expenses, the ENGINEER must obtain prior written approval of the OWNER of any expense that exceeds $1,000 for which the ENGINEER seeks reimbursement. Reimbursable Expenses shall not exceed $1,000.00 for the Project, whether incurred by the ENGINEER or ENGINEER'S consultant(s). Page I of2 Pages (Exhibit C -Basic Services With Determined Scope ~ Cost not to exceed Method) B. (Modified) Reimbursable Expenses include the following categories: mileage, parking tolls, long distance, reproduction of Drawings, Specifications, Bidding Documents, and similar Project-related items in addition to those required under Exhibit A, and, if authorized in advance by OWNER. C. The amounts payable to ENGINEER for Reimbursable Expenses will be the Project-related internal expenses actually incurred or allocated by ENGINEER based upon the rate schedule for reimbursable expenses, plus all invoiced external Reimbursable Expenses allocable to the Project, the latter multiplied by a Factor of 1.1. D. (Deleted). E. (Deleted) C4.05 For ENGINEER "s Consultant's Charges Whenever compensation to ENGINEER herein is stated to include charges of ENGINEER'S Consultants, those charges shall be a cost not to exceed the following for the corresponding services: Whenever compensation to ENGINEER herein is stated to include charges of ENGINEER'S Consultants, those charges shall be the amounts billed by ENGINEER'S Consultants to ENGINEER times a factor of 1.10. The consultant charges shall not exceed the following amounts specified for each of the following services. The charges include the factor, and are as follows: Television Inspection $54,400.00 Phase 1 Environmental Site Assessment....$ 4,290.00 Jurisdictional Assessment/Wetland Delineations 7,900.00 Geotechnical Investigation $ 8,690.00 Survey Control/ROW Research $10,670.00 C4.06 Direct Labor Costs A. (Deleted). B. (Deleted). 4.07 Factors A. (Not used). B. (Not used). C4.08 Other Provisions Concerning Payment A. Progress Payments. The portion of the amounts billed for services which arc identified in paragraphs C4.01, C4.03, and C4.05 will be based on the rate schedule for the cumulative hours charged to the Project during the billing period by all of ENGINEER'S employees and consultant(s), plus Reimbursable Expenses. Page 2 of2 Pages (Exhibit C -All Other Services/Charges -Cost not to Exceed Method of Payment) APPENDIX I OF EXHIBIT C RATE SCHEDULE Employee Classification Officer Senior Project Director Senior Project Manager Project Engineer Project Engineer 1 Engineer in Training Sr. Engineering Technician Engineering Technician CADD Manager CADD Operator/Designer Administrative Supervisor Clerical GIS Specialist Billing Rate Range S200.00/Hr. SI60.00-S177.00/Hr. Sl40.00-S155.00/Hr. $120.00-Sl30.00/Hr. $90.00-SI 10.00/Hr. $70.00 -$100.00/Hr. SI 10.00-S140.00/Hr. $70.00 -$90.00/Hr. $95.00-SI 15.00/Hr. S75.00-S100.00/Hr. $90.00-S125.00/Hr. S40.00 -S95.00/Hr. S95.00-S140.00/Hr. Page 1 of 1 Pages (Appendix 1 of Exhibit C -Hourly Rates) APPENDIX 2 OF EXHIBIT C REIMBURSEMENT OF COSTS Reproduction and Deliveries: Cost plus 10% Mileage: IRS Rate Page I of 1 Pages (Appendix 2 of Exhibit C -Consultant's Hourly Rates) This is EXHIBIT G, consisting of 2 pages, referred to in and part of the Agreement between OWNER and ENGINEER for Professional Services dated . Initial: OWNER ENGINEER Insurance Paragraph 6.0S of the Agreement is amended and supplemented to include the following agreement of the parties. G6.05 Insurance Throughout the term of this Agreement, the ENGINEER at its own expense shall purchase, maintain and keep in force and effect insurance against claims for injuries to or death of persons or damages to property which may arise out of or result from the ENGINEER'S operations and/or performance of the work under this Agreement, whether such operations and/or performance be by the ENGINEER, its agents, representatives, volunteers, employees or subcontractors or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable. The ENGINEER'S insurance coverage shall be primary insurance with respect to the OWNER, its officers, agents and employees. Any insurance or self-insurance maintained by the OWNER, its officials, agents and employees shall be considered in excess of the ENGINEER'S insurance and shall not contribute to it. Further, the ENGINEER shall include all subcontractors as additional insureds under its commercial general liability policies or shall furnish separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all of the requirements stated herein. The following is a list of standard insurance policies along with their respective minimum coverage amounts required in this contract: Commercial General Liability (CGL) General Aggregate: $1,000,000 Products & Completed Operations: S1,000,000 Personal & Advertising Injury: $1,000,000 Per Occurrence: $500,000 a. Coverage shall be at least as broad as ISO CG 00 01 10 93 b. No coverage shall be excluded from standard policy without notification of individual exclusions being attached for review and acceptance. Business Automobile Policy (BAP) Combined Single Limits: $1,000,000 a. Coverage for "Any Auto." Workers' Compensation Insurance Statutory Limits Employer's Liability $500,000 Waiver of Subrogation required Errors & Omissions (E&O) Limit: $500,000 a. For all engineers, and/or design companies. b. Claims-made form is acceptable. Page 1 of2 Pages (Exhibit G -Insurance) c. Coverage will be in force for one (1) year after project is completed. Upon execution of this contract, ENGINEER shall file with the OWNER valid Certificates of Insurance and endorsements acceptable to the OWNER. Such Certificates shall contain a provision that coverage afforded under the policies will not be canceled, suspended, voided, or reduced until at least thirty (30) days' prior written notice has been given to the OWNER via certified mail, return receipt requested. The ENGINEER shall also file with the OWNER valid Certificates of Insurance covering all subcontractors. The following are general requirements applicable to all policies: a. AM Best Rating of B+:VII or better. b. Insurance carriers licensed and admitted to do business in State of Texas will be accepted. c. Liability policies will be on occurrence form. E & O can be on claims-made form. d. The City of Baytown, its officers, agents and employees are to be added as Additional Insured to the commercial general liability and business automobile policies. e. Upon request of and without cost to the City of Baytown, certified copies of all insurance policies and/or certificates of insurance shall be furnished to the City of Baytown's representative. Certificates of insurance showing evidence of insurance coverage shall be provided to the City of Baytown's representative prior to execution of this agreement. f. Upon request of and without cost to the City of Baytown, loss runs (claims listing) of any and/or all insurance coverage shall be furnished to the City of Baytown's representative. Page 2 of 2 Pages (Exhibit G -Insurance) This is EXHIBIT K, consisting of 2 pages, referred to in and part of the Agreement between OWNER and ENGINEER for Professional Services dated . Initial: OWNER ENGINEER AGREES TO AND SHALL INDEMNIFY AND HOLD HARMLESS AND DEFEND THE OWNER, ITS OFFICERS, AGENTS, AND EMPLOYEES (HEREINAFTER REFERRED TO AS THE "OWNER") FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, CAUSES OF ACTION, SUITS AND LIABILITY OF EVERY KIND, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, AND ATTORNEY'S FEES, FOR INJURY TO OR DEATH OF ANY PERSON, FOR DAMAGE TO ANY PROPERTY, OR FOR ANY BREACH OF CONTRACT, ARISING OUT OF, OR IN CONNECTION WITH THE WORK DONE BY ENGINEER UNDER THIS CONTRACT CAUSED BY THE SOLE OR JOINT NEGLIGENCE OF ENGINEER. IT IS THE EXPRESSED INTENTION OF THE PARTIES HERETO, BOTH ENGINEER AND THE OWNER, THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH IS INDEMNITY BY ENGINEER TO INDEMNIFY AND PROTECT THE OWNER FROM THE CONSEQUENCES OF ENGINEER'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 OWNER. IN THE EVENT THAT ANY ACTION OR PROCEEDING IS BROUGHT AGAINST THE OWNER FROM WHICH THE OWNER IS INDEMNIFIED, ENGINEER FURTHER AGREES AND COVENANTS TO DEFEND THE ACTION OR PROCEEDING BY LEGAL COUNSEL ACCEPTABLE TO THE OWNER. THE INDEMNITY PROVIDED FOR IN THIS EXHIBIT K SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THIS AGREEMENT. By this Agreement, the OWNER does not consent to litigation or suit, and the OWNER hereby expressly revokes any consent to litigation that it may have granted by the terms of this Contract or any other contract or agreement, any charter, or applicable state law. Nothing herein shall be construed so as to limit or Page 1 of2 Pages (Exhibit K -Indemnification) waive OWNER'S sovereign immunity. ENGINEER assumes full responsibility for its work performed hereunder and hereby releases, relinquishes and discharges OWNER, its officers, agents, and employees from all claims, demands, and causes of action of every kind and character for any injury to or death of any person and/or any loss of or damage to any property that is caused by or alleged to be caused by, arising out of, or in connection with ENGINEER'S work to be performed hereunder. This release shall apply with respect to ENGINEER'S work regardless of whether said claims, demands, and causes of action are covered in whole or in part by insurance. The protections afforded to OWNER in this Exhibit K shall control and supercede any apportionment of liability or release of liability contained elsewhere in the Contract Documents. Furthermore, the provisions contained in this Exhibit "K" shall survive the termination and/or expiration of this Agreement. Page 2 of 2 Pages (Exhibit K -Indemnification)