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Ordinance No. 10,573ORDINANCE NO. 10,573 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS, APPROVING THE AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE BAYTOWN AREA WATER AUTHORITY AND SHRADER ENGINEERING COMPANY FOR THE HVAC SYSTEM RENOVATION PROJECT AT THE BAWA ADMINISTRATION BUILDING; 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 approves the Agreement for Professional Services between the Baytown Area Water Authority and Shrader Engineering Company for the HVAC System Renovation Project at the BAWA Administration Building. A copy of such agreement is attached hereto as Exhibit "A," and incorporated herein for all intents and purposes. Section 2: 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 affirmatiyf vote of the City Council of the City of Baytown this the 22nd day of March, 2007. . DONCARLOS, Mayor LORRI CODDY, City Clerk APPROVED AS TO FORM: NACIO RAMIREZ, SR., Qty Attorney R:\Karcn\Filcs\CityCouncil\Ordinanccs\2007\March22\ApprovingBAWAAgreementwilhShrع AGREEMENT FOR PROFESSIONAL SERVICES STATE OF TEXAS § § COUNTY OF HARRIS § This Agreement (this "Agreement") entered into by and between Shrader Engineering Company, (hereinafter "the Professional") and the Baytown Area Water Authority, having its principal place of business at 7425 Thompson Road, Baytown, Harris County, Texas (the "BAWA"). 1. Scope of Services/Professional Fees This Agreement authorizes Professional to perform mechanical/engineering services for the HVAC System Renovation Project at the BAWA Administration Building (the "Work") for and on behalf of BAWA. The compensation for Professional shall be on the basis described in Exhibit "A," with reimbursement of costs on the basis described in Exhibit "B." The time schedules for the Work are attached as Exhibit "C." The scope of the work and projection of costs of the construction project is as denoted in Exhibit "D." Each of these Exhibits "A" through "D" is incorporated into this Agreement by reference for all purposes. 2. Progress Reports Professional shall provide written progress reports to BAWA regarding the Work and oral reports as requested. 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 Chal Shrader, P.E., to serve as Project Manager for the Work performed under this Agreement. Any change of Project Manager shall require thirty days' advance written approval from BAWA's Representative. b. Licensed and Registered Engineers Professional shall keep a full-time registered engineer licensed in the state of Texas on staff and assigned to the Work for the duration of its performance of the Work. c. Data on Professional's Employees Prior to commencement of the Work, Professional shall forward to BAWA a detailed resume of the personnel that will be assigned to the Work. Such personnel shall include, but not be limited to, engineers. d. Rejection of Professional's Employees BAWA reserves the right to approve or reject from the Work any employees of the Professional. 4. Designation and Duties of BAWA's Representative a. The City Engineer or his designee shall act as BAWA's Representative. b. BAWA's Representative shall use his best efforts to provide nonconfidential BAWA records for Professional's usage on the Work and to provide access to BAWA's property and easements. However, BAWA 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 BAWA 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 BAWA or that the construction specified is bid by BAWA. (2) If any such equipment is specially manufactured, it shall be identified to BAWA, and the Contractor and the Seller shall present sufficient data to BAWA to support the design and the suitability of the equipment. (3) All materials furnished on any BAWA 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 BAWA's Representative. (4) The Work shall be designed and furnished in accordance with the most current codes and/or standards adopted by BAWA, state, or federal government or in general custom and usage by the profession. (5) The codes and standards used in the profession set forth minimum requirements. These may be exceeded by the Contractor or the Professional if superior methods are available for successful operation of equipment and/or for the construction project on which the Work is performed. Any alternative codes or regulations used shall have requirements that are equivalent or better than those in the above listed codes and regulations. The Professional shall state the alternative codes and regulations used. (6) Professional agrees the services it provides as an experienced and qualified engineer will reflect the professional standards, procedures and performances common in the industry for this project. Professional further agrees that any analysis, reports, preparation of drawings, the designation or selection of materials and equipment, the selection and supervision of personnel and the performance of other services under this contract will be pursuant to the standard of performance common in the profession. (7) Professional shall promptly correct any defective analysis caused by Professional at no cost to BAWA. BAWA'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 BAWA's rights under this Agreement. As applicable, Professional shall provide BAWA with record "as-built" drawings relating to the work, in an electronic format that is acceptable to BAWA. BAWA 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 BAWA's Representative. 7. Instruments of Service Upon execution of this Agreement, Professional grants to BAWA an ownership interest in the Instruments of Service. Professional shall obtain similar interests from BAWA and Professional's consultants consistent with this Agreement. As noted in Articles 5 & 11, Professional shall be required to tender to BAWA all Instruments of Service. With such ownership interest, it is expressly understood by the parties hereto that BAWA may use the Instruments of Service for any purposes which BAWA sees fit, including, but not limited to, subsequent construction, reconstruction, alteration, and/or repairs of the Project. As a condition to BAWA's use of the Instruments of Service, BAWA 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 BAWA, BAWA shall release any and all claims which BAWA could make arising out of or in connection with any reuse of the documents by BAWA. 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 BAWA, its officials, employees and agents. Any insurance or self-insurance maintained by BAWA, its officials, employees or agents shall be considered in excess of Professional's insurance and shall not contribute to it. Further, Professional shall include all subconsultants, agents and assigns as additional insureds under its policy or shall furnish separate certificates and endorsements for each such person or entity. All coverages for subconsultants and assigns shall be subject to all of the requirements stated herein. The following is a list of standard insurance policies along with their respective minimum coverage amounts required in this Agreement: 1. Commercial General Liability ■ General Aggregate: $1,000,000 ■ Products & Completed Operations Aggregate: $ 1,000,000 ■ Personal & Advertising Injury: $ 1,000,000 ■ Per Occurrence: $500,000 ■ Fire Damage $50,000 ■ Coverage shall be at least as broad as ISO CG 00 01 10 93 ■ No coverage shall be deleted from standard policy without notification of individual exclusions being attached for review and acceptance. 2. Business Automobile Policy ■ Combined Single Limits: $500,000 ■ Coverage for "Any Auto" 3. Errors and Omissions ■ Limit: $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 BAWA. 5. BAWA, 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 BAWA, certified copies of all insurance polices and/or certificates of insurance shall be furnished to BAWA. 7. Upon request and without cost to BAWA, loss runs (claims listing) of any and/or all insurance coverages shall be furnished to BAWA. 8. All insurance required herein shall be secured and maintained in a company or companies satisfactory to BAWA, and shall be carried in the name of Professional. Professional shall provide copies of insurance policies required hereunder to BAWA on or before the effective date of this Agreement. 9. Indemnification and Release PROFESSIONAL AGREES TO AND SHALL INDEMNIFY AND HOLD HARMLESS AND DEFEND BAWA, ITS OFFICERS, AGENTS, AND EMPLOYEES (HEREINAFTER REFERRED TO AS "BAWA") 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 BAWA, THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH IS INDEMNITY BY PROFESSIONAL TO INDEMNIFY AND PROTECT BAWA 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 BAWA. IN THE EVENT THAT ANY ACTION OR PROCEEDING IS BROUGHT AGAINST BAWA FROM WHICH BAWA IS INDEMNIFIED, PROFESSIONAL FURTHER AGREES AND COVENANTS TO DEFEND THE ACTION OR PROCEEDING BY LEGAL COUNSEL ACCEPTABLE TO BAWA. THE INDEMNITY PROVIDED FOR IN THIS ARTICLE IX SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THIS AGREEMENT. By this Agreement, BAWA does not consent to litigation or suit, and BAWA 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 BAWA's sovereign immunity. Professional assumes full responsibility for its work performed hereunder and hereby releases, relinquishes and discharges BAWA, 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 BAWA'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 BAWA before execution of such contracts. 11. Termination of Professional BAWA, 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 BAWA's General Manager to Professional of BAWA's election to do so. Furthermore, BAWA 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 BAWA, 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 BAWA, Professional shall also tender all of Professional's work product, whether complete or not, in an acceptable form and format to BAWA'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 BAWA resulting therefrom. This liability includes any increased costs incurred by BAWA in completing Professional's work. The rights and remedies of BAWA 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 BAWA's request and at no cost to BAWA, BAWA 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 BAWA neither reserves nor possesses any right to control the details of the Work performed by Professional under the terms of this Agreement. 14. Billing BAWA 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 BAWA may withhold the portion so contested, but the undisputed portion will be paid. 15. Reputation in the Community Professional shall retain a high reputation in the community for providing professional engineering and testing services. Professional shall forward a copy of any current petition or complaint in any court of law which (a) asserts a claim for $50,000 or more for errors or omissions in providing engineering services and/or (b) seeks to deny the Professional the right to practice engineering services or to perform any other services in the state of Texas. 16. Payroll and Basic Records a. Professional shall maintain payrolls and basic payroll records during the course of the work performed under this Agreement and shall preserve them for a period of three years from the completion of the work called for under this Agreement for all personnel working on such work. Such records shall contain the name and address of each such employee, social security number, correct classification, hourly rates of wages paid, daily and weekly number of hours worked, deductions made and actual wages paid. b. Professional shall make the records required to be maintained under the preceding subsection (a) of this section available at no cost to BAWA for inspection, copying or transcription or its authorized representatives within fifteen days of BAWA'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 B AW A: BAWA Attn: General Manager P.O. Box 424 Baytown, Texas 77522-0424 FAX: 281-420-6586 For the Professional: SHRADER ENGINEERING COMPANY 10497 Town and Country Way, Suite 400 Houston, TX 77024 FAX: 713-465-6502 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) days1 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 BAWA only. 20. No Right to Arbitration Notwithstanding anything to the contrary contained in this Agreement, BAWA and Professional hereby agree that no claim or dispute between BAWA 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 BAWA 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 BAWA 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. 8 22. Complete Agreement This Agreement represents the entire and integrated agreement between BAWA 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. BAWA 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 BAWA's General Manager of such sale or assignment. BAWA may require any records or financial statements necessary in its opinion to ensure such sale or assignment will be in the best interest of BAWA. 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 _7 day of 7K<u«A-, 2007, the date of execution by BAWA's General Manager. SHRADER ENGI (Signature) Chal Shrader, P.E. (Printed Name) President ATTEST: LORRI COODY, Assistant Secretary APPROVED AS TO FORM: BAWA OF BAYTOWN GARY JACKSON, General Manager IGNACIO RAMIREZ, SR., General Counsel STATE OF TEXAS COUNTY OF HARRIS § § § Before me on this davpersonally appeared his/her capaBAWA as fireside mJ- behalf of such company, X known to me; proved to me on the oath of proved to me through his/her current , in of Shrader Engineering Company, on (check one) {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} 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. SUBSCRIBED AND SWORN before me this 7 day of , 2007. R:\Karen\Filcs\E4 PAULA ANDERSON Notary Public, State of Texas Commission Expires ft!n2iS!1ti0gnB"1< Notary Public in and for the State of Texas g CompanyVBAWA AC\Agreenient.doc 10 EXHIBIT A COMPENSATION Engineering Services required under this Agreement shall not exceed THIRTY-EIGHT THOUSAND TWO HUNDRED AND NO/100 DOLLARS ($38,200.00), as indicated hereinbelow based upon time and materials in accordance with the attached rate schedule: Rate Schedule 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. BAWA shall not be responsible or liable for any additional services performed by the Professional unless such additional services have been approved in writing prior to the performance of the same. EXHIBIT B Reimbursable Expenses Reimbursable expenses shall include costs for incidental items such as parking, mileage, deliveries, and copies. Such expenses will be invoiced to BAWA at the Professional's direct cost plus 10%. Mileage will be invoiced at the IRS rate, which is currently $0,445 per mile. Reimbursable expenses will not exceed TWO THOUSAND AND NO/100 DOLLARS ($2,000.00). EXHIBIT C SCHEDULE OF WORK Professional shall complete the Surveying together with the Design Phase Services within seventy-five (75) calendar days after a Notice to Proceed has been issued by BAWA. 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 BAWA's Board of Directors of the work associated with the Project. EXHIBIT D SCOPE OF WORK A. Generally: The Professional shall provide Plans, Specifications, Bid Documents, Construction Estimates, Bidding and Construction Phase Engineering Services associated with the Project. B. Basic Services: Professional shall provide the following scope of services: 1. Engineering Services. a. For Predesign Phase Services, the Engineer shall: 1. Perform site visits to determine exact sizes of ducts and equipment, to determine locations for roof-top AC units, and to measure and record all related existing field conditions; 2. Evaluate the roof structure for specifying replacement and repair work where old AC unit is removed; 3. Make new roof penetrations at locations of the four new AC units; 4. Determine electrical system configuration and record circuit and device data related to AC system renovation work; 5. Determine building electrical distribution systems ampacity to verify adequate capacity for new AC units; 6. Draw up existing electrical system diagrams from field observations; 7. Record ampacity and equipment configuration; and 8. Note any National Electrical Code violations that require correction as the same pertain to the removal of the old AC units and the installation of the four new AC units. b. For Design Phase Services, the Engineer shall: 1. Consult with BAWA to define and clarify BAWA's requirements for the Project; 2. Identify, consult with, and analyze requirements of any governmental authorities having jurisdiction to approve the portions of the Project designed or specified by Professional; 4. Attend meetings with BAWA and to receive input; 5. Prepare drawings and plans for the Project including: a. specifying four new rooftop AC units located at select rooftop locations; b. sizing the units based upon calculations for cooling and heating conforming to the latest ASHRAE standards; c. ductwork modifications required to connect to each AC unit on a zoned basis; d. new AC control devices and modifications to existing control circuits; e. roof repair specifications and drawings for replacing section of roof at location of old AC unit; f. upgrade any Mechanical Code deficiencies that are related to the installation of the new AC units; g. new electrical feeder circuits, local disconnect switches and conduit routing for power to four new rooftop AC units; and h. show electrical circuit and equipment work necessary to comply with National Electrical Code requirements at only those locations related to the installation of four new AC units. 6. Provide technical criteria, written descriptions, and design data as needed for the Professional on behalf of BAWA 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 BAWA in consultations, if any, with appropriate authorities; 7. Furnish, at 95% completion, three (3) review copies of the drawings, plans and specifications to BAWA within sixty (60) days of authorization to begin services and review it with BAWA; 8. Advise BAWA of the Professional's opinion of probable construction cost and total project costs; and 9. Prepare and furnish bid documents, including, but not limited to, BAWA's front end documents, bid sheets, material specifications and performance specifications for construction, for review and approval by BAWA, its legal counsel, and other advisors, as appropriate, and assist BAWA in the preparation of other related documents. b. For Bid Phase Services, the Professional shall: 1. Assist BAWA 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; 2. Issue addenda as appropriate to clarify, correct, or change the bidding documents; 3 Consult with BAWA 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; 4. Attend the Mandatory Pre-Bid Conference and the Bid Opening, prepare bid tabulation sheets, and assemble contract documents, 5. Assist BAWA in both evaluating bids and awarding contracts for the Project, including, but not limited to, attending the meeting at which BAWA's Board of Directors will consider awarding the bid; and 6. Assist in connection with Bid protests, rebidding contracts for construction, materials, equipment, or services. c. For Construction Phase Services, the Professional shall: 1. Consult with BAWA and act as BAWA's representative as provided in the General Conditions; 2. Participate in a Pre-Construction Conference prior to commencement of Project at the Site; 3. As appropriate, establish baselines and benchmarks for locating the Project which in Professional's judgment are necessary to enable Contractor to proceed; 4. Review equipment shop drawing submittals from the Contractor and respond to Contractor's RFI's; 5. Make visits to the Site at intervals appropriate to the various stages of construction as Professional and/or BAWA deems necessary, appropriate a. to verify Contractor's payment requests, b. to observe as an experienced and qualified design professional the progress and quality of the Project, c. to determine if Contractor's work is proceeding in accordance with the Contract Documents, d. to keep BAWA informed of the progress of the Project, and e. to provide for BAWA a greater degree of confidence that the completed Project will substantially conform to the Contract Documents; 6. Recommend to BAWA 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; 7. Issue necessary clarifications and interpretations of the Contract Documents as appropriate to the orderly completion of Contractor's work; 8. Recommend Change Orders and Work Change Directives to BAWA, as appropriate, and prepare Change Orders and Work Change Directives as required; 9. 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; 10. 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); 11. Conduct a final inspection and System testing 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; and 12. Prepare and furnish to BAWA record drawings on mylar showing appropriate record information based on Project annotated record documents received from Contractor. d. The Professional's services shall not include: 1. energy studies, if any, required by a governmental agency; 2. Advertising and bidding of the Project; or 3. Construction management where daily work activity is managed. C. Additional Services: BAWA 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."