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Ordinance No. 10,900ORDINANCE NO. 10,900 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS, AUTHORIZING AND DIRECTING THE CITY MANAGER TO EXECUTE AND THE CITY CLERK TO ATTEST TO A PROFESSIONAL SERVICES AGREEMENT FOR ENGINEERING SERVICES ASSOCIATED WITH THE WATER TOWER CIRCULATION IMPROVEMENT PROJECT WITH LANGFORD ENGINEERING, INC.; AUTHORIZING PAYMENT TN AN AMOUNT NOT TO EXCEED SIXTY-FOUR THOUSAND AND NO/100 DOLLARS ($64,000.00); MAKING OTHER PROVISIONS RELATED THERETO; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS; Section 1: That the City Council of the City of Baytown, Texas, hereby authorizes and directs the City Manager to execute and the City Clerk to attest to a Professional Services Agreement for engineering services associated with the Water Tower Circulation Improvement Project with Langlbrd Engineering, Inc. A copy of said Agreement is attached hereto, marked Exhibit "A," and made a part hereof for all intents and purposes. Section 2: That the City Council of the City of Baytown authorizes funds payable to Lang ford Engineering, Inc., in an amount not to exceed SIXTY-FOUR THOUSAND AND NO/100 DOLLARS ($64,000.00) for engineering services in accordance with the Agreement authorized in Section I hereinabove. Section 3: That the City Manager is hereby granted general authority to approve a decrease or an increase in costs by TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($25,000.00) or less, provided that the amount authorized in Section 2 hereof may not be increased by more than twenty-five percent (25%). Section 4: the City of Baytown. This ordinance shall take effect immediately from and after its passage by the City Council of INTRODUCED, READ and PASSED by the affirmative vote of the CityJ&uncil of the City of Baytown this the 191'1 day of May, 2008. i DARNELL, City Clerk PHEN H. DONCARLOS , Mayor APPROVED AS TO FORM: HACK) RAMIREZ, SR, Cify Xttorney RAK.arcn\Files\Ciiy Council\Oi"dinances\2008\May 19\LangfordWaterTowerCirculati<jnProjfBCt.doc agreement tor professional services STATE OF TEXAS § COUNTY Ol: HARRIS § This Agreement (this "Agreement") entered into by and between Langford Engineering. Inc.. (hereinafter "the Professional") and the City of Baytown. a home-rule municipality located in Harris and Chambers Counties. Texas (the "City"). 1. Scope of Sen ices/Professional Fees This Agreement authorizes Professional to perform engineering services associated with Water Tower Circulation Improvements Project (the "Work") for and on behalf of the City. The compensation for Professional shall be on the basis described in Exhibit "A." with reimbursement of costs on the basts described in Exhibit "B." Such compensation and reimbursement shall not exceed SIXTY-FOUR THOUSAND AND NO/100 DOLLARS (S64.000.00). The time schedules for the Work are attached as Exhibit "C." The scope of the work and projection of costs of the construction project arc as denoted in Exhibit "D." Each of these Exhibits "A" through "D" is incorporated into this Agreement by reference for all purposes. 2. Progress Reports Professional shall provide written progress reports to the City regarding the Work and oral reports as requested. At least one progress report shall be made at the time that approximately seventy percent (70%) of any phase as outlined in Exhibit "C" is completed. Such progress report shall identify the projected time and cost required by the Professional to complete the remaining phases of the Work required under this Agreement. 3. Personnel of the Professional a. Professional's Project Manager Professional shall designate Timothy B. Ilardin, P.E., to serve as Project Manager for the Work performed under this Agreement. Any change of Project Manager shall require thirty days' advance written approval from the City's Representative. b. Licensed and Registered Engineers Professional shall keep a full-time registered engineer licensed in the State of Texas on staff and assigned to the Work for the duration of its performance of the Work. c. Data on Professional's Employees Prior to commencement of the Work. Professional shall forward lo the Cily a detailed resume of the personnel that will be assigned to the Work. Such personnel shall include, but not be limited to. engineers. Professional Services Agreement. Page 1 d. Rejection of Professional's Employees The City reserves the right to approve or reject from the Work any employees of the Professional. 4. Designation and Duties of the City's Representative a. The City's Director of Engineering or his designce shall act as the City's Representative. b. The City's Representative shall use his best efforts to provide nonconfidemial City records for Professional's usage on the Work and to provide access to City's property and easements. However, the City does not guarantee the accuracy or correctness of the documents so provided. 5. Standards of Performance a. The Professional shall perform all services under this Agreement with the care and skill ordinarily used by members of Professional's profession practicing under the same or similar circumstances, time and locality. Professional shall be responsible for the technical accuracy of its services and documents resulting therefrom, and the City shall not be responsible for discovering deficiencies therein. Professional shall correct such deficiencies without additional compensation. b. Codes and Standards (1) All references to codes, standards, environmental regulations and/or material specifications shall be to the latest revision, including all effective supplements or addenda thereto, as of the date that the order for any necessary equipment is made by the City or that the construction specified is bid by the City. (2) If any such equipment is specially manufactured, it shall be identified to the City, and the Contractor and the Seller shall present sufficient data to the City to support the design and the suitability of the equipment. (3) All materials furnished on any City project shall be in accordance with ASTM specifications, or with other recognized standards. Proprietary material or other materials for which no generally recognized standards exist may be used provided there has been at least five years of proven experience in the field, and such satisfactory documentation has been approved by the Cily's Representative. Professional Services Agreement. Page 2 (4) The Work shall be designed and furnished in accordance with the most current codes and/or standards adopted by city, stale, 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 arc 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 arc equivalent or better than those in the above listed codes and regulations. The Professional shall stale the alternative codes and regulations used. (6) Professional agrees the services it provides as an experienced and qualified engineer will reflect ihe professional standards, procedures and performances common in ihe industry for this project. Professional further agrees thai 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 pursuani to the standard of performance common in the profession. (7) Professional shall promptly correct any defective analysis caused by Professional al no cost to City. The City's approval, acceptance, use of or payment for all or any part of Professional's services hereundcr or of ihe Work iiself shall in no way alter Professional's obligations or the City's rights under this Agreement. The City shall be in receipt of record drawings, if applicable, prior to final payment. 6. Schedule Professional shall not proceed with the Work or any stage thereof until written notice to proceed is provided by the City's Representative. 7, Instruments of Service Upon execution of this Agreement, Professional grants to ihe City an ownership interest in the Instruments of Service. Professional shall obtain similar interests from the City and Professional's consultants consistent with this Agreement. As noted in Articles 5 & II, Professional shall be required to tender to City all Instruments of Service. With such ownership interest, it is expressly understood by the parties hereto that the Cily may use ihe Instruments of Service for any purposes which the City sees fit. including, bul not limited lo. subsequent construction, reconstruction, alteration, and/or repairs of the Project. As a condition to the City's use of the Instruments of Service, the City hereby expressly agrees lo remove Professional's name and all references to Professional and its consultants from the Documents. Provided that this Agreement is not terminated for cause by the City, the City shall release any and all claims which the City could make arising out of or in connection with any reuse of the documents by the City. Professional Services Agreement. Page 3 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 subconsulimits. a. Professional's insurance coverage shall be primary insurance with respect to the City, its officials, employees and agents. Any insurance or self-insurance maintained by the City, its officials, employees or agents shall be considered in excess of Professional's insurance and shall not contribute to it. Further. Professional shall include all subconsultanis. 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 B 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 Auto1* 3. Errors and Omissions ■ Limit: $500,000 for this project. ■ For all architects, engineers, and/or design companies ■ Claims-made form is acceptable 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. I. Insurance carrier must have an A.M. Best Rating of B+:VIII or better. Professional Services Agreement. Page 4 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. Bach insurance policy shall be endorsed to state that coverage shall not be suspended, voided, canceled or reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. 5. The City, its officers, agents and employees arc to be added as Additional Insureds to all liability policies, with the exception of the Errors and Omissions Policy required herein. 6. Upon request and without cost to the City, certified copies of all insurance polices and/or certificates of insurance shall be furnished to the City. 7. Upon request and without cost to the City, loss runs (claims listing) of any and/or all insurance coverages shall be furnished to the City. 8. All insurance required herein shall be secured and maintained in a company or companies satisfactory to the City, and shall be carried in the name of Professional. Professional shall provide copies of insurance certificates evidencing the coverages and amounts required hcrcundcr to the City on or before the effective date of this Agreement. 9. Indemnification and Release PROFESSIONAL AGREES TO AND SHALL INDEMNIFY AND HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, AND EMPLOYEES (HEREINAFTER REFERRED TO AS THE "CITY") FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, CAUSES OF ACTION, SUITS AND LIABILITY OF EVERY KIND, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, AND ATTORNEY'S FEES, FOR INJURY TO OR DEATH OF ANY PERSON, FOR DAMAGE TO ANY PROPERTY, OR FOR ANY BREACH OF CONTRACT, ARISING OUT OF, OR IN CONNECTION WITH THE WORK DONE BY PROFESSIONAL UNDER THIS CONTRACT CAUSED BY THE SOLE OR JOINT NEGLIGENCE OF PROFESSIONAL. IT IS THE EXPRESSED INTENTION OF THE PARTIES HERETO, BOTH PROFESSIONAL AND THE CITY, THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH IS INDEMNITY BY Professional Services Agreement. Page 5 PROFESSIONAL TO INDEMNIFY AND PROTECT THE CITY FROM THE CONSEQUENCES OF PROFESSIONAL'S OWN NEGLIGENCE, WHETHER THAT NEGLIGENCE IS THE SOLE OR A CONCURRING CAUSE OF THE RESULTING INJURY, DEATH OR DAMAGE. SUCH INDEMNITY SHALL NOT APPLY, HOWEVER, TO LIABILITY ARISING FROM THE PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE OF PERSONS THAT IS CAUSED BY OR RESULTS FROM THE NEGLIGENCE OF THE CITY. IN THE EVENT THAT ANY ACTION OR PROCEEDING IS BROUGHT AGAINST THE CITY FROM WHICH THE CITY IS INDEMNIFIED, PROFESSIONAL FURTHER AGREES AND COVENANTS TO DEFEND THE ACTION OR PROCEEDING BY LEGAL COUNSEL ACCEPTABLE TO THE CITY. THE INDEMNITY PROVIDED FOR IN THIS ARTICLE IX SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THIS AGREEMENT. By this Agreement, the City docs not consent to litigation or suit, and the City hereby expressly revokes any consent to litigation that it may have granted by the terms of this Contract or any other contract or agreement, any charter, or applicable state law. Nothing herein shall be construed so as to limit or waive City's sovereign immunity. Professional assumes full responsibility for its work performed hercundcr and hereby releases, relinquishes and discharges the City, its officers, agents, and employees from all claims, demands, and causes of action of every kind and character, including the cost of defense thereof, for any injury to or death of any person (whether they be either of the parties hereto, their employees, or other third parties) and any loss of or damage to property (whether the property be that of either of the parties hereto, their employees, or other third parties) that is caused by or alleged to be caused by, arising out of, or in connection with Professional's work to be performed hercundcr. This release shall apply with respect to Professional's work regardless of whether said claims, demands, and causes of action are covered in whole or in part by insurance. 10. Subcontractors and Subconsultants Professional shall receive written approval of the City's Representative prior to the use of any subcontractors or subconsultants. A copy of all proposed contracts with subconsultants and/or subcontractors shall be given to the City before execution of such contracts. 11. Termination of Professional The City, besides all other rights or remedies it may have, shall have the right to terminate this Agreement without cause upon ten (10) days* written notice from the City Manager to Professional of the City's election to do so. Furthermore, the City may immediately and without notice terminate this Agreement if Professional breaches this Agreement. A breach of this Agreement shall include, but not be limited to. the following: Professional Services Agreement. Page 6 (a) failing to pay insurance premiums, liens, claims or other charges; (b) failing to pay any payments due the city, state, or federal government from Professional or its principals, including, but not limited to, any taxes, fees, assessments, liens, or any payments identified in this Agreement; (c) the institution of voluntary or involuntary bankruptcy proceeding against Professional; (d) the dissolution of Professional; (e) refusing or failing to prosecute the Work or any separable part, with the diligence that will ensure its completion within the time specified in this Agreement; (0 failing to complete work wthin the time period specified in this Agreement; and/or (g) the violation of any provision of this Agreement. Upon delivery of any notice of termination required herein. Professional shall discontinue all services in connection with the performance of the Agreement, Within ten (10) days after receipt of the notice of termination. Professional shall submit a final statement showing in detail the services satisfactorily performed and accepted and all other appropriate documentation required herein for payment of services. At the same time that the final statement is tendered to the City. Professional shall also tender ail of Professional's work product, whether complete or not. in an acceptable form and format to the City's Representilive. No final payment will be made until all work product is so tendered. If this Agreement is terminated for cause. Professional shall be liable for any damage to the City resulting therefrom. This liability includes any increased costs incurred by the City in completing Professional's work. The rights and remedies of the City in this section are in addition to any other rights and remedies provided by law or under this Agreement. 12. Records Within ten days of the City's request and at no cost to the City, the City will be entitled to review and receive a copy of all documents that indicate work on the project that is the subject of this Agreement. 13. Supervision of Professional Professional is an independent contractor and the City neither reserves nor possesses any right to control the details of the Work performed by Professional under the terms of this Agreement. 14. Billing The City shall have thirty (30) days to pay Professional's bills from the date of receipt of such bills. AH bills must identify with specificity the work or services performed and the datc(s) of such work or services. In the event of a disputed or contested invoice, the parties understand and agree that the City may withhold the portion so contested, but the undisputed portion will be paid. Professional Services Agreement. Page 7 15. Reputation in the Community Professional shall retain a high reputation in the community for providing professional engineering services. Professional shall forward a copy of any current petition or complaint in any court of law which (a) asserts a claim for $50,000 or more for errors or omissions in providing engineering services and/or (b) seeks to deny the Professional the right to practice engineering services or to perform any other services in the state of Texas. 16. Payroll and Basic Records a. Professional shall maintain payrolls and basic payroll records during the course of the work performed under this Agreement and shall preserve them for a period of three years from the completion of the work called for under this Agreement for all personnel working on such work. Such records shall contain the name and address of each such employee, social security number, correct classification, hourly rales of wages paid, daily and weekly number of hours worked, deductions made and actual wages paid. b. Professional shall make the records required to be maintained under the preceding subsection (a) of this section available at no cost to the City for inspection, copying or transcription or its authorized representatives within fifteen days of the City's request therefor. Professional shall permit such representatives to interview Professional's employees during working hours on the job. 17. Governing Law This Agreement has been made under and shall be governed by the laws of the state of Texas. The parties further agree that performance and alt 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 Stales mail, postpaid and registered or certified, and addressed to the party to be notified, with return receipt requested, or by delivering the same to an officer of such party. Notice deposited in the mail as described above shall be conclusively deemed to be effective, unless otherwise stated in this Agreement, from and after the expiration of three (3) days after it is so deposited. For the purpose of notice, the addresses of the parties shall be as follows unless properly changed as provided for herein below: For the City: CITY OF BAYTOWN Attn: City Manager P. O. Box 424 Baytown, Texas 77522-0424 Professional Services Agreement. Page 8 For the Professional: Lang ford Engineering. Inc. Attn: President 1080 West Sam Houston Parkway North. Suite 200 Houston. TX 77043-5014 Each party shall have the right from lime to time at any lime to change its respective address and each shall have the right to specify a new address, provided that at least fifteen (15) days' written notice is given of such new address to the other party. 19. No Third Party Beneficiary This Agreement shall not bestow any rights upon any third parly, but rather, shall bind and benefit Professional and ihe Cily only. 20. No Right to Arbitration Notwithstanding anything to the contrary contained in this Agreement, the City and Professional hereby agree that no claim or dispute between the Cily and Professional arising out of or relating to this Agreement shall be decided by any arbitration proceeding including, without limitation, any proceeding under the Federal Arbitration Act (9 U.S.C. Sections 1-14), or any applicable State arbitration statute, including, but not limited to. the Texas General Arbitration Act. provided that in the event that the City is subjected to an arbitration proceeding notwithstanding this provision. Professional consents to be joined in the arbitration proceeding if Professional's presence is required or requested by the City of complete relief to be recorded in the arbitration proceeding. 21. Waiver No waiver by either party to this Agreement of any lerm or condition of this Agreemem shall be deemed or construed lo be a waiver of any other lerm or condition or subsequent waiver of the same term or condition. 22. Complete Agreement This Agreement represents Ihe entire and integrated agreement between the City and Professional in regard to the subject matter hereof and supersedes all prior negotiations, representations or agreements, either whether written or oral, on the subject matter hereof. This Agreement may only be amended by written instrument approved and executed by both of the parties. The City and Professional accept and agree to these terms. 23. No Assignment Professional may not sell or assign all or part interest in this Agreement lo another party or parties without the prior express written approval of the Cily Manager of such sale or assignment. The City may require any records or financial statements necessary in its opinion to ensure such sale or assignment will be in the best interest of the City. 24. Headings The headings used in this Agreement are for general reference only and do not have special significance. Professional Services Agreement. Page 9 25. Scvcrabiliry 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 ofTicers have full authority to execute this Agreement and to bind the party he/she represents. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiple copies, each of which shall be deemed to be an original, but all of which shall constitute but one and the same Agreement on the day of . 2008. the date of execution by the City Manager of the City of Baytown. LANGFflRD ENGINEERING, INC. (Printed Name) v (Title) CITY OF BAYTOWN GARRISON C. BRUMBACK. City Manager ATTEST: KAYTHIE DARNELL. City Clerk APPROVED AS TO FORM: IGNACIO RAMIREZ. SR.. City Attorney Professional Services Agreement. Page 10 STATE OF TEXAS COUNTY OF HARRIS Before me ojuhis day personally appeared UKAJDCUU P. I'TflYfci I D . in his ity as \I\LJh Ift&lflfcKlX. of Lanuford Engineering. Inc.. on behalf of such capacity corporation. ;or (check one) known to me; proved to me on the oath of proved to me through his current {description of identification card or other document issued by the federal government or any state government that contains the photograph and signature of the acknowledging person} to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purposes and consideration therein expressed. SUBSCRIBED AND SWORN before me this J5_ day of KotArv Public iU and for the State ol (jdfas GWENDOLYN HUNDLEY Rotvv Putt!* ttstf sf ftm My Comrmnton Eiptru-05-29-09 K karcn I ilc* I B|»nc«TtniJ I it|»»rcnn|! ApiectiwtiU l.3H|tloid I *T MadifualiKn. M',M J Ml M U >tt I'RW I SSHlS M SI K\ III N «lm; Profess tonal Services Agreement. Page I •!i * i*. . .i 'j'r ';/ i § Y3J0V1UH :.!-•• . . i. ■ EXHIBIT A COMPENSATION Siibeonsuhant Services required under this Agreement during the construction phase shall not exceed the following based upon each phase of service to be provided based upon the actual cost to the Professional times a factor of 1.10: Engineering Services required under this Agreement shall not exceed the following for each phase of services to be provided herein based upon the fee schedule specified hcrcinbelow: Additional Sen ices Professional's Fee Schedule Principal SI45.00/hr Senior Project Manager $126.00/hr Project Engineer $110.00/hr Engineer 17. $80.00/hr CAD Designer S90.00/hr CAD Drafter $67.00/hr Administrative $88.00/hr Secretarial $66.00/hr Clerical $ 47.00/hr Professional will perform additional services, if any. at a price agreed upon by the parties in writing prior to the performance of such services. The City shall not be responsible or liable for any additional services performed by the Professional unless such additional services have been approved in writing prior to the performance of the same. EXHIBITS Reimbursable Expenses Reimbursable expenses shall include costs for incidental items such as parking, mileage, deliveries, and copies. Such expenses will be invoiced to the City at the Professional's direct cost plus 10%: except mileage will be invoiced at the IRS rate, which is currently $0,505 per mile and copies shall he billed at S0.05 per page. Reimbursable expenses will not exceed TWO THOUSAND FIVE HUNDRED AND NO/100 DOLLARS (S2.500.00). EXHIBIT C SCHEDULE OF WORK The time schedule in which the Professional shall perform the services required in this Agreement is as specified in Exhibit "D" and is commensurate with the construction of the modifications to the existing elevated storage tanks at Massey Tompkins. Park Street, and West Main Street. EXHIBIT D SCOPE OF WORK A. Generally: The Professional shall provide engineering services associated with the modifications to the existing elevated storage tanks located at Massey Tompkins, Park Street and Wcsi Main as outlined in the report entitled "Preliminary Engineering Report -Evaluation of Alternatives to Improve Circulation of War in Existing Elevated Storage Tanks at Massey Tompkins, Park Street and West Main," dated December 2007. B. Basic Services: a. For Design Phase Services, the Engineer shall: 1. Consult with City to define and clarify City's requirements for the Water Tower Circulation Improvements Project (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: 3. Attend meetings with City and City's designated boards and/or commissions to receive input; 4. Prepare drawings and plans to include a title sheet, summary sheet, signal layout sheet, signal elevations sheet and standard drawings; 5. Provide technical criteria, written descriptions, and design data as needed for the Professional on behalf of the City to file applications for permits from or to obtain approvals of governmental authorities having jurisdiction to review or approve the final design of the Project and assist City in consultations, if any. with appropriate authorities: 6. Furnish, at 95% completion, three (3) review copies of the drawings, plans and specifications to City within forty-five (45) days of authorization to begin services and review it with City; 7. Advise City of the Professional's opinion of probable construction cost and total project costs: and 8. Prepare and furnish bid documents, including, but not limited to. the City's front end documents, bid sheets, material specifications and performance specifications for construction, for review and approval by City, its legal counsel, and other advisors, as appropriate, and assist City in the preparation of other related documents. b. For Bid Phase Services, the Professional shall: 1. Assist City in advertising for and obtaining bids for the Project and. where applicable, provide 15 sets of plans and specifications, and maintain a record of prospective bidders to whom bidding documents have been issued; 2. Issue addenda as appropriate to clarify, correct, or change the bidding documents: 3 Consult wilh City as to the acceptability of subcontractors, suppliers, and other individuals and entities proposed by Contractor for those portions of the Project as to which such acceptability is required by the bidding documents; 4. Attend the Mandatory Pre-Bid Conference and the Bid Opening, prepare bid tabulation sheets, and assemble contract documents. 5. Assist City in both evaluating bids and awarding contracts for the Project, including, but not limited to, attending the meeting at which the City Council 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 wilh City and act as City's representative as provided in the General Conditions; 2. Participate in a Prc-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. Make visits to the Site at intervals appropriate to the various stages of construction as Professional and/or City 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 City informed of the progress of the Project, and e. to provide for City a greater degree of confidence thai the completed Project will substantially conform to the Contract Documents: 5. Recommend to City that Contractor's work be disapproved and rejected while it is in progress if. on the basis of such observations. Professional believes that such work will not produce a completed Project that substantially conforms to the Contract Documents: 6. Issue necessary clarifications and interpretations of the Contract Documents as appropriate to the orderly completion of Contractor's work: 7. Recommend Change Orders and Work Change Directives to City, as appropriate, and prepare Change Orders and Work Change Directives as required: 8. 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: 9. 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); 10. Conduct a final inspection 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 11. Prepare and furnish to City record drawings on mylar showing appropriate record information based on Project annotated record documents received from Contractor. C. Additional Services: The City shall not be responsible or liable for any additional services performed by the Professional unless such additional services have been approved in writing prior to the performance of the same. Professional will perform additional services at a price agreed upon by the parties in writing prior to the performance of such services based upon the rate schedule indicated in Exhibit "A." AGREEMENT FOR PROFESSIONAL SERVICES STATE OF TEXAS § COUNTY OF HARRIS § This Agreement (this "Agreement") entered into by and between Langford Engineering, Inc., (hereinafter "the Professional") and the City of Baytown, a home-rule municipality located in Harris and Chambers Counties, Texas (the "City"). 1. Scope of Services/Professional Fees This Agreement authorizes Professional to perform engineering services associated with Water Tower Circulation Improvements Project (the "Work") for and on behalf of the City. The compensation for Professional shall be on the basis described in Exhibit "A," with reimbursement of costs on the basis described in Exhibit "B." Such compensation and reimbursement shall not exceed SIXTY-FOUR THOUSAND AND NO/100 DOLLARS ($64,000.00). The time schedules for the Work are attached as Exhibit "C." The scope of the work and projection of costs of the construction project are as denoted in Exhibit "D." Each of these Exhibits "A" through "D" is incorporated into this Agreement by reference for all purposes. 2. Progress Reports Professional shall provide written progress reports to the City regarding the Work and oral reports as requested. At least one progress report shall be made at the time that approximately seventy percent (70%) of any phase as outlined in Exhibit "C" is completed. Such progress report shall identify the projected time and cost required by the Professional to complete the remaining phases of the Work required under this Agreement. 3. Personnel of the Professional a. Professional's Project Manager Professional shall designate Timothy B. Hardin, P.E., to serve as Project Manager for the Work performed under this Agreement. Any change of Project Manager shall require thirty days'advance written approval from the City's Representative. b. Licensed and Registered Engineers Professional shall keep a full-time registered engineer licensed in the State of Texas on staff and assigned to the Work for the duration of its performance of the Work. c. Data on Professional's Employees Prior to commencement of the Work, Professional shall forward to the City a detailed resume of the personnel that will be assigned to the Work. Such personnel shall include, but not be limited to, engineers. Professional Services Agreement,Page 1 d. Rejection of Professional's Employees The City reserves the right to approve or reject from the Work any employees of the Professional. 4. Designation and Duties of the City's Representative a. The City's Director of Engineering or his designee shall act as the City's Representative. b. The City's Representative shall use his best efforts to provide nonconfidential City records for Professional's usage on the Work and to provide access to City's property and easements. However, the City does not guarantee the accuracy or correctness of the documents so provided. 5. Standards of Performance a. The Professional shall perform all services under this Agreement with the care and skill ordinarily used by members of Professional's profession practicing under the same or similar circumstances, time and locality. Professional shall be responsible for the technical accuracy of its services and documents resulting therefrom, and the City shall not be responsible for discovering deficiencies therein. Professional shall correct such deficiencies without additional compensation. b. Codes and Standards (1) All references to codes, standards, environmental regulations and/or material specifications shall be to the latest revision, including all effective supplements or addenda thereto, as of the date that the order for any necessary equipment is made by the City or that the construction specified is bid by the City. (2) If any such equipment is specially manufactured, it shall be identified to the City, and the Contractor and the Seller shall present sufficient data to the City to support the design and the suitability of the equipment. (3) All materials furnished on any City project shall be in accordance with ASTM specifications, or with other recognized standards. Proprietary material or other materials for which no generally recognized standards exist may be used provided there has been at least five years of proven experience in the field, and such satisfactory documentation has been approved by the City's Representative. Professional Services Agreement,Page 2 (4) The Work shall be designed and furnished in accordance with the most current codes and/or standards adopted by city, state, or federal government or in general custom and usage by the profession. (5) The codes and standards used in the profession set forth minimum requirements. These may be exceeded by the Contractor or the Professional if superior methods are available for successful operation of equipment and/or for the construction project on which the Work is performed. Any alternative codes or regulations used shall have requirements that are equivalent or better than those in the above listed codes and regulations. The Professional shall state the alternative codes and regulations used. (6) Professional agrees the services it provides as an experienced and qualified engineer will reflect the professional standards, procedures and performances common in the industry for this project. Professional further agrees that any analysis, reports, preparation of drawings, the designation or selection of materials and equipment, the selection and supervision of personnel and the performance of other services under this contract will be pursuant to the standard of performance common in the profession. (7) Professional shall promptly correct any defective analysis caused by Professional at no cost to City. The City's approval, acceptance, use of or payment for all or any part of Professional's services hereunder or of the Work itself shall in no way alter Professional's obligations or the City's rights under this Agreement. The City shall be in receipt of record drawings, if applicable, prior to final payment. 6. Schedule Professional shall not proceed with the Work or any stage thereof until written notice to proceed is provided by the City's Representative. 7. Instruments of Service Upon execution of this Agreement, Professional grants to the City an ownership interest in the Instruments of Service. Professional shall obtain similar interests from the City and Professional's consultants consistent with this Agreement. As noted in Articles 5 & 11, Professional shall be required to tender to City all Instruments of Service. With such ownership interest, it is expressly understood by the parties hereto that the City may use the Instruments of Service for any purposes which the City sees fit, including, but not limited to, subsequent construction, reconstruction, alteration, and/or repairs of the Project. As a condition to the City's use of the Instruments of Service, the City hereby expressly agrees to remove Professional's name and all references to Professional and its consultants from the Documents. Provided that this Agreement is not terminated for cause by the City, the City shall release any and all claims which the City could make arising out of or in connection with any reuse of the documents by the City. Professional Services Agreement,Page 3 8. Insurance Professional shall procure and maintain at its sole cost and expense for the duration of the Agreement, insurance against claims for injures to person or damages to property which may arise from or in connection with the performance of the Work hereunder by Professional, its agents, representatives, volunteers, employees or subconsultants. a. Professional's insurance coverage shall be primary insurance with respect to the City, its officials, employees and agents. Any insurance or self-insurance maintained by the City, its officials, employees or agents shall be considered in excess of Professional's insurance and shall not contribute to it. Further, Professional shall include all subconsultants, agents and assigns as additional insureds under its policy or shall furnish separate certificates and endorsements for each such person or entity. All coverages for subconsultants and assigns shall be subject to all of the requirements stated herein. The following is a list of standard insurance policies along with their respective minimum coverage amounts required in this Agreement: 1. Commercial General Liability ■ General Aggregate: $1,000,000 • Products & Completed Operations Aggregate: $1,000,000 ■ Personal & Advertising Injury: $1,000,000 ■ Per Occurrence: $500,000 ® Fire Damage: $50,000 • Coverage shall be at least as broad as ISO CG 00 01 10 93 ■ No coverage shall be deleted from standard policy without notification of individual exclusions being attached for review and acceptance. 2. Business Automobile Policy ■ Combined Single Limits: $500,000 • Coverage for"Any Auto" 3. Errors and Omissions • Limit: $500,000 for this project. ■ For all architects, engineers, and/or design companies ■ Claims-made form is acceptable 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 must have an A.M. Best Rating of B+:Vlll or better. Professional Services Agreement, Page 4 2. Only insurance carriers licensed and admitted to do business in the State of Texas will be accepted. 3. Liability policies must be on occurrence form. Errors and Omissions can be on claims-made form. 4. Each insurance policy shall be endorsed to state that coverage shall not be suspended, voided, canceled or reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. 5. The City, its officers, agents and employees are to be added as Additional Insureds to all liability policies, with the exception of the Errors and Omissions Policy required herein. 6. Upon request and without cost to the City, certified copies of all insurance polices and/or certificates of insurance shall be furnished to the City. 7. Upon request and without cost to the City, loss runs (claims listing) of any and/or all insurance coverages shall be furnished to the City. 8. All insurance required herein shall be secured and maintained in a company or companies satisfactory to the City, and shall be carried in the name of Professional. Professional shall provide copies of insurance certificates evidencing the coverages and amounts required hereunder to the City on or before the effective date of this Agreement. 9. Indemnification and Release PROFESSIONAL AGREES TO AND SHALL INDEMNIFY AND HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, AND EMPLOYEES (HEREINAFTER REFERRED TO AS THE "CITY") FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, CAUSES OF ACTION, SUITS AND LIABILITY OF EVERY KIND, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, AND ATTORNEY'S FEES, FOR INJURY TO OR DEATH OF ANY PERSON, FOR DAMAGE TO ANY PROPERTY, OR FOR ANY BREACH OF CONTRACT, ARISING OUT OF, OR IN CONNECTION WITH THE WORK DONE BY PROFESSIONAL UNDER THIS CONTRACT CAUSED BY THE SOLE OR JOINT NEGLIGENCE OF PROFESSIONAL. IT IS THE EXPRESSED INTENTION OF THE PARTIES HERETO, BOTH PROFESSIONAL AND THE CITY, THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH IS INDEMNITY BY Professional Services Agreement,Page 5 PROFESSIONAL TO INDEMNIFY AND PROTECT THE CITY FROM THE CONSEQUENCES OF PROFESSIONAL'S OWN NEGLIGENCE, WHETHER THAT NEGLIGENCE IS THE SOLE OR A CONCURRING CAUSE OF THE RESULTING INJURY, DEATH OR DAMAGE. SUCH INDEMNITY SHALL NOT APPLY, HOWEVER, TO LIABILITY ARISING FROM THE PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE OF PERSONS THAT IS CAUSED BY OR RESULTS FROM THE NEGLIGENCE OF THE CITY. IN THE EVENT THAT ANY ACTION OR PROCEEDING IS BROUGHT AGAINST THE CITY FROM WHICH THE CITY IS INDEMNIFIED, PROFESSIONAL FURTHER AGREES AND COVENANTS TO DEFEND THE ACTION OR PROCEEDING BY LEGAL COUNSEL ACCEPTABLE TO THE CITY. THE INDEMNITY PROVIDED FOR IN THIS ARTICLE IX SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THIS AGREEMENT. By this Agreement, the City does not consent to litigation or suit, and the City hereby expressly revokes any consent to litigation that it may have granted by the terms of this Contract or any other contract or agreement, any charter, or applicable state law. Nothing herein shall be construed so as to limit or waive City's sovereign immunity. Professional assumes full responsibility for its work performed hereunder and hereby releases, relinquishes and discharges the City, its officers, agents, and employees from all claims, demands, and causes of action of every kind and character, including the cost of defense thereof, for any injury to or death of any person (whether they be either of the parties hereto, their employees, or other third parties) and any loss of or damage to property (whether the property be that of either of the parties hereto, their employees, or other third parties) that is caused by or alleged to be caused by, arising out of, or in connection with Professional's work to be performed hereunder. This release shall apply with respect to Professional's work regardless of whether said claims, demands, and causes of action are covered in whole or in part by insurance. 10. Subcontractors and Subconsultants Professional shall receive written approval of the City's Representative prior to the use of any subcontractors or subconsultants. A copy of all proposed contracts with subconsultants and/or subcontractors shall be given to the City before execution of such contracts. 11. Termination of Professional The City, besides all other rights or remedies it may have, shall have the right to terminate this Agreement without cause upon ten (10) days' written notice from the City Manager to Professional of the City's election to do so. Furthermore, the City may immediately and without notice terminate this Agreement if Professional breaches this Agreement. A breach of this Agreement shall include, but not be limited to,the following: Professional Services Agreement,Page 6 (a) failing to pay insurance premiums, liens, claims or other charges; (b) failing to pay any payments due the city, state, or federal government from Professional or its principals, including, but not limited to, any taxes, fees, assessments, liens, or any payments identified in this Agreement; (c) the institution of voluntary or involuntary bankruptcy proceeding against Professional; (d) the dissolution of Professional; (e) refusing or failing to prosecute the Work or any separable part, with the diligence that will ensure its completion within the time specified in this Agreement; (f) failing to complete work wthin the time period specified in this Agreement; and/or (g) the violation of any provision of this Agreement. Upon delivery of any notice of termination required herein, Professional shall discontinue all services in connection with the performance of the Agreement. Within ten (10) days after receipt of the notice of termination, Professional shall submit a final statement showing in detail the services satisfactorily performed and accepted and all other appropriate documentation required herein for payment of services. At the same time that the final statement is tendered to the City, Professional shall also tender all of Professional's work product, whether complete or not, in an acceptable form and format to the City's Representitive. No final payment will be made until all work product is so tendered. If this Agreement is terminated for cause, Professional shall be liable for any damage to the City resulting therefrom. This liability includes any increased costs incurred by the City in completing Professional's work. The rights and remedies of the City in this section are in addition to any other rights and remedies provided by law or under this Agreement. 12. Records Within ten days of the City's request and at no cost to the City, the City will be entitled to review and receive a copy of all documents that indicate work on the project that is the subject of this Agreement. 13. Supervision of Professional Professional is an independent contractor and the City neither reserves nor possesses any right to control the details of the Work performed by Professional under the terms of this Agreement. 14. Billing The City shall have thirty (30) days to pay Professional's bills from the date of receipt of such bills. All bills must identify with specificity the work or services performed and the date(s) of such work or services. In the event of a disputed or contested invoice, the parties understand and agree that the City may withhold the portion so contested, but the undisputed portion will be paid. Professional Services Agreement,Page 7 15. Reputation in the Community Professional shall retain a high reputation in the community for providing professional engineering services. Professional shall forward a copy of any current petition or complaint in any court of law which (a) asserts a claim for $50,000 or more for errors or omissions in providing engineering services and/or (b) seeks to deny the Professional the right to practice engineering services or to perform any other services in the state of Texas. 16. Payroll and Basic Records a. Professional shall maintain payrolls and basic payroll records during the course of the work performed under this Agreement and shall preserve them for a period of three years from the completion of the work called for under this Agreement for all personnel working on such work. Such records shall contain the name and address of each such employee, social security number, correct classification, hourly rates of wages paid, daily and weekly number of hours worked, deductions made and actual wages paid. b. Professional shall make the records required to be maintained under the preceding subsection (a) of this section available at no cost to the City for inspection, copying or transcription or its authorized representatives within fifteen days of the City's request therefor. Professional shall permit such representatives to interview Professional's employees during working hours on the job. 17. Governing Law This Agreement has been made under and shall be governed by the laws of the state of Texas. The parties further agree that performance and all matters related thereto shall be in Harris County, Texas. 18. Notices Unless otherwise provided in this Agreement, any notice provided for or permitted to be given must be in writing and delivered in person or by depositing same in the United States mail, postpaid and registered or certified, and addressed to the party to be notified, with return receipt requested, or by delivering the same to an officer of such party. Notice deposited in the mail as described above shall be conclusively deemed to be effective, unless otherwise stated in this Agreement, from and after the expiration of three (3) days after it is so deposited. For the purpose of notice, the addresses of the parties shall be as follows unless properly changed as provided for herein below: For the City: CITY OF BAYTOWN Attn: City Manager P. O. Box 424 Baytown, Texas 77522-0424 Professional Services Agreement,Page 8 For the Professional: Langford Engineering, Inc. Attn: President 1080 West Sam Houston Parkway North, Suite 200 Houston, TX 77043-5014 Each party shall have the right from time to time at any time to change its respective address and each shall have the right to specify a new address, provided that at least fifteen (15) days'written notice is given of such new address to the other party. 19. No Third Party Beneficiary This Agreement shall not bestow any rights upon any third party, but rather, shall bind and benefit Professional and the City only. 20. No Right to Arbitration Notwithstanding anything to the contrary contained in this Agreement, the City and Professional hereby agree that no claim or dispute between the City and Professional arising out of or relating to this Agreement shall be decided by any arbitration proceeding including, without limitation, any proceeding under the Federal Arbitration Act (9 U.S.C. Sections 1-14), or any applicable State arbitration statute, including, but not limited to, the Texas General Arbitration Act, provided that in the event that the City is subjected to an arbitration proceeding notwithstanding this provision, Professional consents to be joined in the arbitration proceeding if Professional's presence is required or requested by the City of complete relief to be recorded in the arbitration proceeding. 21. Waiver No waiver by either party to this Agreement of any term or condition of this Agreement shall be deemed or construed to be a waiver of any other term or condition or subsequent waiver of the same term or condition. 22. Complete Agreement This Agreement represents the entire and integrated agreement between the City and Professional in regard to the subject matter hereof and supersedes all prior negotiations, representations or agreements, either whether written or oral, on the subject matter hereof. This Agreement may only be amended by written instrument approved and executed by both of the parties. The City and Professional accept and agree to these terms. 23. No Assignment Professional may not sell or assign all or part interest in this Agreement to another party or parties without the prior express written approval of the City Manager of such sale or assignment. The City may require any records or financial statements necessary in its opinion to ensure such sale or assignment will be in the best interest of the City. 24. Headings The headings used in this Agreement are for general reference only and do not have special significance. Professional Services Agreement, Page 9 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 d � d to b on inal, but all of which shall constitute but one and the same Agreement on the Aay ofILKAli , 2008, the date of execution by the City Manager of the City of Baytown. LANGFOI ENG EERING, INC. (Signature) -1;74to-ri-t,r6. 1--t .4„J, P.E (Printed Name) (Title) CITY O AY N;t GARRISON C. B BACK. City Manager 0: '�,��ST:• • KAVicrr;'. DARNELL, City Clerk IP APPR•VED AS TO FORM: ACID RAMIREZ, SR. 'ty Attorney Professional Services Agreement, Page 10 STATE OF TEXAS § COUNTY OF HARRIS § Befor`� me this d personally appeared I l rn OL61 5.Harof r) , in his capacity as Y lL� fem GY1t of Langford Engineering, Inc., on behalf of such corporation, �) known to me; / proved to me on the oath of ; or proved to me through his current {description of identification card or other document issued by the federal government or any state government that contains the photograph and signature of the acknowledging person} (check one) to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purposes and consideration therein expressed. SUBSCRIBED AND SWORN before me this L day of L. 2008. `4 I / �r ry Public i :nd for the State o f exas ,��uu .�p�;.�r"��s`.;, t GWENDOLYN ROWLEY • i '!•Z !Wary Public Staid AM sr� "Pi My Commiss or Expires O5-29-09 R:\Karen Piles\Engineering\Engineering Agreements?Langford\EST Modifications\AGREEMENT FOR PROFESSIONAL SERVICES.doc Professional Services Agreement,Page 11 EXHIBIT A COMPENSATION Subconsultant Services required under this Agreement during the construction phase shall not exceed the following based upon each phase of service to be provided based upon the actual cost to the Professional times a factor of 1.10: Task Cost Not To Exceed Design Phase Structural Subconsultant $12,000.00 Construction Phase Subconsultant $8,500.00 Total Subconsultant Services Not to Exceed S20,500.00 Engineering Services required under this Agreement shall not exceed the following for each phase of services to be provided herein based upon the fee schedule specified hereinbelow: Task Cost Not To Exceed Design Phase $ 29,000.00 Bidding Phase $ 3,500.00 Construction/Post-Construction Phase $ 8,500.00 Total Professional's Services Not to Exceed S 41,000.00 Professional's Fee Schedule Principal $145.00/hr Senior Project Manager $126.00/hr Project Engineer $110.00/hr Engineer 1 $80.00/hr CAD Designer $90.00/hr CAD Drafter $67.00/hr Administrative $88.00/hr Secretarial $66.00/hr Clerical $ 47.00/hr Additional Services Professional will perform additional services, if any, at a price agreed upon by the parties in writing prior to the performance of such services. The City shall not be responsible or liable for any additional services performed by the Professional unless such additional services have been approved in writing prior to the performance of the same. 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 the City at the Professional's direct cost plus 10%; except mileage will be invoiced at the IRS rate, which is currently $0.505 per mile and copies shall be billed at $0.05 per page. Reimbursable expenses will not exceed TWO THOUSAND FIVE HUNDRED AND NO/100 DOLLARS ($2,500.00). EXHIBIT C SCHEDULE OF WORK The time schedule in which the Professional shall perform the services required in this Agreement is as specified in Exhibit "D" and is commensurate with the construction of the modifications to the existing elevated storage tanks at Massey Tompkins, Park Street, and West Main Street. EXHIBIT D SCOPE OF WORK A. Generally: The Professional shall provide engineering services associated with the modifications to the existing elevated storage tanks located at Massey Tompkins, Park Street and West Main as outlined in the report entitled "Preliminary Engineering Report — Evaluation of Alternatives to Improve Circulation of War in Existing Elevated Storage Tanks at Massey Tompkins, Park Street and West Main,"dated December 2007. B. Basic Services: a. For Design Phase Services,the Engineer shall: 1. Consult with City to define and clarify City's requirements for the Water Tower Circulation Improvements Project(the"Project"); Identify, consult with, and analyze requirements of any governmental authorities having jurisdiction to approve the portions of the Project designed or specified by Professional; 3. Attend meetings with City and City's designated boards and/or commissions to receive input; 4. Prepare drawings and plans to include a title sheet, summary sheet, signal layout sheet, signal elevations sheet and standard drawings; 5. Provide technical criteria, written descriptions, and design data as needed for the Professional on behalf of the City to file applications for permits from or to obtain approvals of governmental authorities having jurisdiction to review or approve the final design of the Project and assist City in consultations, if any, with appropriate authorities; 6. Furnish, at 95% completion, three (3) review copies of the drawings, plans and specifications to City within forty-five (45) days of authorization to begin services and review it with City; 7. Advise City of the Professional's opinion of probable construction cost and total project costs;and 8. Prepare and furnish bid documents, including, but not limited to, the City's front end documents, bid sheets, material specifications and performance specifications for construction, for review and approval by City, its legal counsel, and other advisors, as appropriate, and assist City in the preparation of other related documents. b. For Bid Phase Services,the Professional shall: 1. Assist City in advertising for and obtaining bids for the Project and, where applicable, provide 15 sets of plans and specifications, and maintain a record of prospective bidders to whom bidding documents have been issued; 2. Issue addenda as appropriate to clarify,correct,or change the bidding documents; 3 Consult with City as to the acceptability of subcontractors, suppliers, and other individuals and entities proposed by Contractor for those portions of the Project as to which such acceptability is required by the bidding documents; 4. Attend the Mandatory Pre-Bid Conference and the Bid Opening, prepare bid tabulation sheets,and assemble contract documents, 5. Assist City in both evaluating bids and awarding contracts for the Project, including, but not limited to, attending the meeting at which the City Council 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 City and act as City'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. Make visits to the Site at intervals appropriate to the various stages of construction as Professional and/or City 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 City informed of the progress of the Project,and e. to provide for City a greater degree of confidence that the completed Project will substantially conform to the Contract Documents; 5. Recommend to City that Contractor's work be disapproved and rejected while it is in progress if, on the basis of such observations, Professional believes that such work will not produce a completed Project that substantially conforms to the Contract Documents; 6. Issue necessary clarifications and interpretations of the Contract Documents as appropriate to the orderly completion of Contractor's work; 7. Recommend Change Orders and Work Change Directives to City, as appropriate, and prepare Change Orders and Work Change Directives as required; 8. 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; 9. 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); 10. Conduct a final inspection 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 11. Prepare and furnish to City record drawings on mylar showing appropriate record information based on Project annotated record documents received from Contractor. C. Additional Services: The City shall not be responsible or liable for any additional services performed by the Professional unless such additional services have been approved in writing prior to the performance of the same. Professional will perform additional services at a price agreed upon by the parties in writing prior to the performance of such services based upon the rate schedule indicated in Exhibit"A."