Ordinance No. 11,102ORDINANCE NO. 11,102
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN. TEXAS,
AUTHORIZING AND DIRECTING THE CITY MANAGER TO EXECUTE AND
THE CITY CLERK TO ATTEST TO A PROFESSIONAL SERVICES AGREEMENT
WITH HDR ENGINEERING, INC., FOR THE RACCOON ROAD LIFT STATION
PROJECT: AUTHORIZING PAYMENT BY THE CITY OF BAYTOWN IN AN
AMOUNT NOT TO EXCEED ONE HUNDRED SIXTEEN THOUSAND NINETY -
FIVE AND NO /100 DOLLARS ($116,095.00); 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 I: That the City Council of the City of Baytown. Texas, hereby authorizes and
directs the City Manager to execute and the City Clerk to attest to a Professional Services Agreement with
HDR Engineering. Inc., for the Raccoon Road Lift Station Project. A copy of the agreement is attached
hereto. marked Exhibit "A." and made a part hereof for all intents and purposes.
Section 2: That the City Council of the City of Baytown authorizes payment to HDR
Engineering, Inc., in an amount not to exceed ONE HUNDRED SIXTEEN THOUSAND NfNIETY -FIVE
AND NO /100 DOLLARS ($116.095.00) for engineering services in accordance with the agreement
authorized in Section 1 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/] 00 DOLLARS ($25,000.00) or less,
provided that the amount authorized in Section 2 hereof may not be increased by more than twenty-five
percent (25 %).
Section 4: This ordinance shall take effect immediately from and after its passage by the
City Council of the City of Baytown. //
INTRODUCED, READ and PASSED by the affirmative
Baytown this the 7`h day of April. 2009.
T EST:
��p.YTO1,yN
X
YT IE DARNELL, ity Clerk Cr
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APPROVED AS TO FORM:
ACIO RAMIREZ, SR.. City ttorney
+ ,cobsrvlNlegallKaren`Files'.City Council'Ordinances`27009`•Apnl 74ORRaccoenRoadLiflStationProject .doe
Of the City Council of the City of
H. DONCARLOS,
Exhibit "A"
STANDARD FORM OF AGREEMENT
BETWEEN OWNER AND ENGINEER
FOR
PROFESSIONAL SERVICES
THIS AGREEMENT effective as of as of , 2009 ( "Effective Date ")
Between
The City of Baytown ( "OWNER ")
and
HDR Engineering, Inc. ( "ENGINEER ")
OWNER, in conformance with all Texas Commission on Environmental Quality rules and regulations, intends to
contract for engineering services in connection with the Raccoon Road Lift Station Project ( "Project").
OWNER and ENGINEER in consideration of their mutual covenants as set forth herein agree as follows:
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 1 of 12
TABLE OF CONTENTS Page
ARTICLEl -SERVICES OF ENGINEER ......................................................................................... ............................... 3
1.01 Scope ........... ....................................................................................................................... ............................... 3
ARTICLE 2 - OWNER'S RESPONSIBILITIES .................................................................................. ..............................3
2.01 General ................................................................................................................................ ..............................3
ARTICLE 3 - TIMES FOR RENDERING SERVICES ....................................................................... ............................... 3
3.01 General ............................................................................................................................... ............................... 3
3.02 Suspension .......................................................................................................................... ............................... 3
ARTICLE 4 - PAYMENTS TO ENGINEER ....................................................................................... ............................... 3
4.01 Methods of Payment for Services and Reimbursable Expenses of ENGINEER ............. ............................... 3
4.02 Other Provisions Concerning Payments ............................................................................ ............................... 3
ARTICLE5 - OPINIONS OF COST .................................................................................................... ............................... 4
5.01 Opinions of Probable Construction Cost .......................................................................... ............................... 4
5.02 Designing to Construction Cost Limit .............................................................................. ............................... 4
5.03 Opinions of Total Project Costs ........................................................................................ ............................... 4
ARTICLE 6 - GENERAL CONSIDERATIONS ................................................................................. ............................... 4
6.01 Standards of Performance .................................................................................................. ............................... 4
6.02 Authorized Project Representatives ................................................................................... ............................... 5
6.03 Design without Construction Phase Services .................................................................... ............................... 5
6.04 Use of Documents .............................................................................................................. ............................... 5
6.05 Insurance ............................................................................................................................. ............................... 6
6.06 Termination ........................................................................................................................ ............................... 6
6.07 Controlling Law ................................................................................................................. ............................... 7
6.08 Successors, Assigns, and Beneficiaries ............................................................................. ............................... 7
6.09 Dispute Resolution ............................................................................................................. ............................... 7
6.10 Hazardous Environmental Condition ................................................................................ ............................... 7
6.11 Allocation of Risks ............................................................................................................. ............................... 7
6.12 Notices ................................................................................................................................ ............................... 7
6.13 Survival ............................................................................................................................... ............................... 8
6.14 Severability ......................................................................................................................... ............................... 8
6.15 Waiver ................................................................................................................................. ..............................8
6.16 Headings ............................................................................................................................. ............................... 8
ARTICLE7 - DEFINITIONS .............................................................................................................. ............................... 8
7.01 Defined Terms ................................................................................................................... ............................... 8
ARTICLE 8 - EXHIBITS AND SPECIAL PROVISIONS ................................................................ ............................... I 1
8.01 Exhibits Included .............................................................................................................. ............................... 11
8.02 Total Agreement ............................................................................................................... ............................... I
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 2 of 12
ARTICLE 1 - SERVICES OF ENGINEER
1.01 Scope
A. ENGINEER shall provide the Basic and Additional
Services set forth herein and in Exhibit A.
B. Upon this Agreement becoming effective,
ENGINEER is authorized to begin Basic Services as set forth
in Exhibit A.
C. (Deleted).
ARTICLE 2 - OWNER'S RESPONSIBILITIES
2.01 General
A. OWNER shall have the responsibilities set forth
herein and in Exhibit B.
ARTICLE 3 - TIMES FOR RENDERING SERVICES
3.01 General
A. (Modified) ENGINEER's services and
compensation under this Agreement have been agreed to for
the design of the Project. ENGINEER's obligation to render
services hereunder will be for whatever period necessary for
the final completion of said services.
B. (Deleted).
C. (Modified) For purposes of this Agreement the term
"day' means a calendar day of 24 hours.
3.02 Suspension
A. (Deleted).
B. (Modified) If ENGINEER's services arc delayed or
suspended in whole or in pan by OWNER, ENGINEER shall
be entitled to equitable adjustment of rates and amounts of
compensation provided for elsewhere in this Agreement to
reflect, reasonable costs incurred by ENGINEER in
connection with, among other things, such delay or
suspension and reactivation and the fact that the time for
performance under this Agreement has been revised.
ARTICLE 4 - PAYMENTS TO ENGINEER
4.01 Methods of Payment for Services and
Reimbursable Expenses of ENGINEER
A. For Basic Services. OWNER shall pay ENGINEER
for Basic Services performed or furnished under Exhibit A,
Pan I, as set forth in Exhibit C.
B. For Additional Services. OWNER shall pay
ENGINEER for Additional Services performed or furnished
under Exhibit A, Pan 2, as set forth in Exhibit C.
C. (Modified) For Reimbursable Expenses. In
addition to payments provided for in paragraphs 4.01.A and
4.01.8, OWNER shall pay ENGINEER for Reimbursable
Expenses incurred by ENGINEER and ENGINEER's
Consultants as set forth in Exhibit C. However, all expenses
associated with meals and lodging must be approved in
writing by OWNER prior to ENGINEER incurring any
expense associated therewith; otherwise, the parties hereto
agree and understand that OWNER shall not be liable and
ENGINEER shall not make a claim against OWNER for any
such expenses.
4.02 Other Provisions Concerning Payments
A. Preparation of Invoices. Invoices will be prepared
in accordance with ENGINEER's standard invoicing
practices and will be submitted to OWNER by ENGINEER,
unless otherwise agreed. ENGINEER shall supply detailed
back -up information along with each invoice in order for the
OWNER to effectively evaluate the fees and charges. The
amount billed in each invoice will be calculated as set forth in
Exhibit C.
B. (Modified) Payment oflnvoices. Invoices are due and
payable within 30 days after the receipt of the invoice and the
necessary backup information. If OWNER fails to snake any
payment due ENGINEER for services and expenses within
30 days after receipt of ENGINEER's invoice and the
required backup documentation therefor, the amounts due
ENGINEER will accrue interest at the rate set forth in Section
2251.025 of the Texas Government Code (or the maximum
rate of interest permitted by law, if less) after the 30th day.
ENGINEER may after giving seven days' written notice to
OWNER suspend services under this Agreement until
ENGINEER has been paid in full all amounts due for
services, expenses, and other related charges. However, it is
expressly understood and agreed that ENGINEER will not
charge any interest or penalty as set forth herein on any
portion of an invoice that is disputed and/or withheld in
accordance with paragraph 4.02 and that ENGINEER will not
suspend services under the agreement on account of a
disputed invoice or on account of monies withheld. All
payments will be credited first to principal and then to
interest.
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 3 of 10
C. Disputed Invoices. In the event of a disputed or
contested invoice, only that portion so contested may be
withheld from payment, and the undisputed portion will be
paid.
D. Payments Upon Termination.
1. In the event of any termination under section
6.06, ENGINEER will be entitled to invoice OWNER
and will be paid in accordance with Exhibit C for all
services performed or furnished and all Reimbursable
Expenses incurred through the effective date of
termination; provided all instruments of service have
been tendered to the OWNER.
2. (Deleted)
E. (Modified) Records of ENGINEER's Costs.
Records of ENGINEER's costs pertinent to ENGINEER's
compensation under this Agreement shall be kept in
accordance with generally accepted accounting practices.
Copies of such records will be made available to OWNER
upon request at no cost to OWNER.
F. Legislative Actions. In the event of legislative actions
after the Effective Date of the Agreement by any level of
government that impose taxes, fees, or costs on
ENGINEER's services or other costs in connection with this
Project or compensation therefor, such new taxes, fees, or
costs shall be invoiced to and paid by OWNER as a
Reimbursable Expense to which a Factor of 1.0 shall be
applied. Should such taxes, fees, or costs be imposed, they
shall be in addition to ENGINEER's estimated total
compensation.
ARTICLE 5 - OPINIONS OF COST
5.01 Opinions of Probable Construction Cost
A. ENGINEER's opinions of probable Construction
Cost provided for herein arc to be made on the basis of
ENGINEER's experience and qualifications and represent
ENGINEER's best judgment as an experienced and qualified
professional generally familiar with the industry. However,
since ENGINEER has no control over the cost of labor,
materials, equipment, or services fumished by others, or over
the Contractor's methods of determining prices, or over
competitive bidding or market conditions, ENGINEER
cannot and does not guarantee that proposals, bids, or actual
Construction Cost will not vary from opinions of probable
Construction Cost prepared by ENGINEER. If OWNER
wishes greater assurance as to probable Construction Cost,
OWNER shall employ an independent cost estimator as
provided in Exhibit B.
5.02 Designing to Construction Cost Limit
A. (Deleted).
5.03 Opinions of Total Project Costs
A. (Deleted)
ARTICLE 6 - GENERAL CONSIDERATIONS
6.01 Standards of Performance
A. (Modified) The standard of care for all professional
engineering and related services performed or furnished by
ENGINEER under this Agreement will be the care and skill
ordinarily used by members of ENGINEER's profession
practicing under similar circumstances at the same time and
in the same locality.
B. (Modified) ENGINEER shall be responsible for the
technical accuracy of its services and documents resulting
therefrom, and OWNER shall not be responsible for
discovering deficiencies therein. ENGINEER shall correct
such deficiencies without additional compensation except to
the extent such action is directly attributable to deficiencies in
OWNER - fumished information upon which ENGINEER is
authorized to rely as provided in Section 6.01.E.
C. ENGINEER shall perform or furnish professional
engineering and related services in all phases of the Project to
which this Agreement applies. ENGINEER shall serve as
OWNER's prime professional for the Project. ENGINEER
may employ such ENGINEER's Consultants as ENGINEER
deems necessary to assist in the performance or furnishing of
the services. ENGINEER shall not be required to employ any
ENGINEER's Consultant unacceptable to ENGINEER.
D. ENGINEER and OWNER shall comply with
applicable Laws or Regulations and OWNER - mandated
standards. This Agreement is based on these requirements as
of its Effective Date. Changes to these requirements after the
Effective Date of this Agreement may be the basis for
modifications to OWNER's responsibilities or to
ENGINEER's scope of services, times of performance, or
compensation.
E. (Modified) OWNER shall be responsible for, and
ENGINEER may rely upon, the accuracy and completeness
of all requirements, programs, instructions, reports, data, and
other information furnished by OWNER to ENGINEER
pursuant to this Agreement, unless expressly stated or
communicated otherwise by OWNER. ENGINEER may use
such requirements, reports, data, and information in
performing or furnishing services under this Agreement.
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 4 of 10
F. OWNER shall make decisions and cant' out its
other responsibilities in a timely manner and shall bear all
costs incident thereto so as not to delay the services of
ENGINEER.
G. (Deleted).
H. (Modified) ENGINEER shall not be required to sign
any documents, no matter by whom requested, that would
result in ENGINEER's having to certify, guarantee or
warrant the existence of conditions whose existence
ENGINEER cannot ascertain; provided, that ENGINEER has
exercised due diligence and was not otherwise required to
certify, guarantee or warrant the existence of such conditions.
I. (Deleted).
J. (Deleted).
K. (Deleted).
L. (Deleted).
6.02 Authorized Project Representatives
A. Contemporaneous with the execution of this
Agreement, ENGINEER and OWNER shall designate
specific individuals to act as ENGINEER's and OWNER's
representatives with respect to the services to be performed or
furnished by ENGINEER and responsibilities of OWNER
under this Agreement. Such individuals shall have authority
to transmit instructions, receive information, and render
decisions relative to the Project on behalf of each respective
Ply
6.03 Design without Construction Phase Services
(Deleted).
6.04 Use of Documents
A. (Modified) Upon execution of this Agreement, the
ENGINEER grants to the OWNER an ownership interest in
the Instruments of Service. The ENGINEER shall obtain
similar interests from the OWNER and the ENGINEER's
consultants consistent with this Agreement. Within seven
days of any termination or expiration of this Agreement, the
ENGINEER shall be required to tender to OWNER all
Instruments of Service; provided OWNER has paid all
monies, excluding any disputed amount, due and owing to
ENGINEER in accordance with this Agreement. With such
ownership interest, it is expressly understood by the parties
hereto that the OWNER may use the Instruments of Service
for any purposes which the OWNER sees fit, including, but
not limited to, subsequent construction, reconstruction,
alteration, and/or repairs of the Project. As a condition to the
OWNER's use of the Instruments of Service, the OWNER
hereby expressly agrees to remove the ENGINEER's name
and all references to the ENGINEER, and its consultants from
the Documents. The OWNER hereby releases any and all
claims which the OWNER could make arising out of or in
connection with any reuse of the documents by the OWNER.
This release of claims for the matters covered in this
Paragraph 6.04.A shall be for the benefit of the ENGINEER,
its officers, and employees and sub - consultants, as well as
their successors and assigns.
B. (Modified) Copies of OWNER - furnished data that
may be relied upon by ENGINEER arc limited to the printed
copies that arc delivered to ENGINEER pursuant to Exhibit B
unless otherwise expressly stated or communicated by
OWNER. Files in electronic media format of text, data,
graphics, or of other types that are furnished by OWNER to
ENGINEER are only for convenience of ENGINEER. Any
conclusion or information obtained or derived from such
electronic tiles will be at the user's sole risk.
C. Copies of Documents that may be relied upon by
OWNER are limited to the printed copies (also known as hard
copies) that arc signed or sealed by the ENGINEER. Files in
electronic media format of text, data, graphics, or of other
types that arc furnished by ENGINEER to OWNER are only
for convenience of OWNER. Any conclusion or information
obtained or derived from such electronic files will be at the
user's sole risk.
D. Because data stored in electronic media format can
deteriorate or be modified inadvertently or otherwise without
authorization of the data's creator, the party receiving
electronic files agrees that it will perform acceptance tests or
procedures within 60 days, after which the receiving party
shall be deemed to have accepted the data thus transferred.
The party delivering the electronic files will correct any errors
detected within the 60 -day acceptance period. ENGINEER
shall not be responsible to maintain documents stored in
electronic media format after acceptance by OWNER.
E. When transferring documents in electronic media
format, ENGINEER makes no representations as to long -term
compatibility, usability, or readability of documents resulting
from the use of software application packages, operating
systems, or computer hardware differing from those used by
ENGINEER at the beginning of this Project.
F. (Modified) Any use of the Documents on any
extension of the Project or on any other project shall be at
OWNER's sole risk and OWNER hereby rcleascs
ENGINEER from any liability associated solely with the
reuse of the Documents.
G. If there is a discrepancy between the electronic files
and the hard copies, the hard copies govern.
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 5 of 10
H. Any verification or adaptation of the Documents for
extensions of the Project or for any other project will entitle
ENGINEER to further compensation at rates to be agreed
upon by OWNER and ENGINEER.
6.05 Insurance
A. ENGINEER shall procure and maintain insurance as
set forth in Exhibit G. "Insurance."
B. Not used.
C. Not used.
D. Not used.
E. Not used.
F. At any time, OWNER may request that
ENGINEER, at OWNER's sole expense, provide additional
insurance coverage, increased limits, or revised deductibles
that are more protective than those specified in Exhibit G. If
so requested by OWNER, with the concurrence of
ENGINEER, and if commercially available, ENGINEER
shall obtain and shall require ENGINEER's Consultants to
obtain such additional insurance coverage, different limits, or
revised deductibles for such periods of time as requested by
OWNER, and Exhibit G will be supplemented to incorporate
these requirements.
6.06 Termination
A. (Modified) The obligations hereunder may be
terminated:
1. For cause,
a (Modified) By either parry upon 30 days'
written notice in the event of failure by the other
party to perform in accordance with the terns hereof
through no fault of the terminating parry, or
b. By ENGINEER upon seven days written
notice if ENGINEER is being requested by
OWNER to furnish or perform services contrary to
ENGINEER's responsibility as a licensed
professional.
c. Notwithstanding the foregoing, this
Agreement will not terminate as a result of such
substantial failure if the party receiving such notice
begins, within seven days of receipt of such notice,
to correct its failure to perform and proceeds
diligently to cure such failure within no more than
30 days of receipt thereof: provided, however, that if
and to the extent such substantial failure cannot be
reasonably cured within such 30 day period, and if
such party has diligently attempted to cure the same
and thereafter continues diligently to cure the same
then the cure period provided for herein shall extend
up to, but in no case more than 60 days after the date
of receipt of the notice.
2. For convenience by OWNER effective upon the
receipt of notice by ENGINEER.
B. Not used.
6.07 Controlling Law
A. This Agreement is to be governed by the law of the
state in which the Project is located.
6.08 Successors, Assigns, and Beneficlarles
A. OWNER and ENGINEER each is hereby bound and
the partners, successors, executors, administrators and legal
representatives of OWNER and ENGINEER (and to the
extent permitted by paragraph 6.083 the assigns of OWNER
and ENGINEER) are hereby bound to the other parry to this
Agreement and to the partners, successors, executors,
administrators and legal representatives (and said assigns) of
such other party, in respect of all covenants, agreements and
obligations of this Agreement.
B. Neither OWNER nor ENGINEER may assign,
sublet, or transfer any rights under or interest (including, but
without limitation, moneys that are due or may become due)
in this Agreement without the written consent of the other,
except to the extent that any assignment, subletting, or
transfer is mandated or restricted by law. Unless specifically
stated to the contrary in any written consent to an assignment,
no assignment will release or discharge the assignor from any
duty or responsibility under this Agreement.
C. Unless expressly provided otherwise in this
Agreement:
1. Nothing in this Agreement shall be construed to
create, impose, or give rise to any duty owed by
OWNER or ENGINEER to any Contractor, Contractor's
subcontractor, supplier, other individual or entity, or to
any surety for or employee of any of them.
2. All duties and responsibilities undertaken
pursuant to this Agreement will be for the sole and
exclusive benefit of OWNER and ENGINEER and not
for the benefit of any other party. The OWNER agrees
that the substance of the provisions of this paragraph
6.08.0 shall appear in the Contract Documents.
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 6 of 10
6.09 Not Used.
6.10 Hazardous Environmental Condition
A. OWNER aep, ents to ENGINEER that to the best
of its knowledge a Hazardous Environmental Condition does
not exist.
B. (Modified) OWNER has disclosed to the best of
its knowledge and belief to ENGINEER the existence of all
Asbestos, PCB's, Petroleum, Hazardous Waste, or
Radioactive Material located at or near the Site, including
type, quantity and location.
C. (Modified) If a Hazardous Environmental
Condition is encountered or alleged, ENGINEER shall have
the obligation to notify OWNER on or before the next
business day of the same.
D. It is acknowledged by both parties that
ENGINEER's scope of services does not include any services
related to a Hazardous Environmental Condition. In the event
ENGINEER or any other party encounters a Hazardous
Environmental Condition, ENGINEER may, at its option and
without liability for consequential or any other damages,
suspend performance of services on the portion of the Project
affected thereby until OWNER: (i) retains appropriate
specialist consultants) or contractor(s) to identify and, as
appropriate, abate, remediatc, or remove the Hazardous
Environmental Condition; and (ii) warrants that the Site is in
full compliance with applicable taws and Regulations.
E. OWNER acknowledges that ENGINEER is
performing professional services for OWNER and that
ENGINEER is not and shall not be required to become an
"arranger," "operator;' "generator." or "transporter" of
hazardous substances, as defined in the Comprehensive
Environmental Response, Compensation, and Liability Act of
1990 (CERCLA), which are or may be encountered at or near
the Site in connection with ENGINEER's activities under this
Agreement.
F. If ENGWEER's services under this Agreement
cannot be performed because of a Hazardous Environmental
Condition, the existence of the condition shall justify
ENGINEER's terminating this Agreement for cause on 30
days notice.
6.11 Allocation of Risks
A. (Modified) Indemnification. See Exhibit K.
6.12 Notices
A. (Modificd) Any noticc required under this
Agreement will be in writing, addressed to the appropriate
party at its address on the signature page and given
personally, or by registered or certified mail postage prepaid,
or by a commercial courier service. Additionally, notices
may be given via facsimile or by electronic mail if such
notice is also given personally, or by registered or certified
mail or by a commercial courier service. All notices shall be
effective upon the date of receipt.
6.13 Survival
A. (Modified) All express representations,
indemnifications, and limitations of liability included in this
Agreement will survive its completion or termination for any
reason.
6.14 Severability
A. Any provision or part of the Agreement held to be
void or unenforceable under any Laws or Regulations shall be
deemed stricken, and all remaining provisions shall continue
to be valid and binding upon OWNER and ENGINEER, who
agree that the Agreement shall be reformed to replace such
stricken provision or part thereof with a valid and enforceable
provision that comes as close as possible to expressing the
intention of the stricken provision.
6.15 Waiver
A. Non - enforcement of any provision by either party
shall not constitute a waiver of that provision, nor shall it
affect the enforceability of that provision or of the remainder
of this Agreement.
6.16 Headings
A. The headings used in this Agreement are for general
reference only and do not have special significance.
ARTICLE 7 - DEFINITIONS
7.01 Defined Terms
A. Wherever used in this Agreement (including the
Exhibits hereto) and printed with initial or all capital letters,
the terms listed below have the meanings indicated, which
arc applicable to both the singular and plural thereof:
I. (Deleted).
2. Additional Services —The services to be
performed for or furnished to OWNER by ENGINEER
in accordance with Exhibit A, Part 2 of this Agreement.
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 7 of 10
3. Agreement -This "Standard Form of Agreement
between OWNER and ENGINEER for Professional
Services," including those Exhibits listed in Article 8
hereof.
4. (Deleted).
5. Asbestos -Any material that contains more than
one percent asbestos and is friable or is releasing
asbestos fibers into the air above current action levels
established by the United States Occupational Safety and
Health Administration.
6. Basic Services -The services to be performed for
or furnished to OWNER by ENGINEER in accordance
with Exhibit A, Part 1, of this Agreement.
7. (Deleted).
8. (Deleted).
9. (Deleted).
10. (Deleted).
H. (Deleted).
12. (Deleted).
13. (Deleted).
14. (Deleted).
l5. (Deleted).
16. (Deleted).
17. (Deleted).
18. (Deleted).
19. Documents -Data, reports, Drawings,
Specifications, Record Drawings, and other deliverables,
whether in printed or electronic media format, provided
or furnished in appropriate phases by ENGINEER to
OWNER pursuunt to this Agreement.
20. Drawings -That part of the Contract
Documents prepared or approved by ENGINEER which
graphically shows the scope, extent, and character of the
Work to be performed by Contractor. Shop Drawings
are not Drawings as so defined.
21. (Deleted).
22. Effective Date of the Agreement - -Thc date
indicated in this Agreement on which it becomes
of wive, but if no such date is indicated, it means the
date on which the Agreement is signed and delivered by
the last of the two parties to sign and deliver.
23. ENGINEER's Consultants- Individuals or
entities having a contract with ENGINEER to furnish
services with respect to this Project as ENGINEER's
independent professional associates, consultants,
subcontractors, or vendors. The term ENGINEER
includes ENGINEER's Consultants.
24. (Deleted).
25. (Deleted).
26. (Deleted).
27. Hazardous Environmental Condition-The
presence at the Site of Asbestos, PCB's, Petroleum,
Hazardous Waste, or Radioactive Materials in such
quantities or circumstances that may present a substantial
danger to persons or property exposed thereto in
connection with the Work.
28. Hazardous Waste -The term Hazardous
Waste shall have the meaning provided in Section 1004
of the Solid Waste Disposal Act (42 USC Section 6903)
as amended from time to time.
29. Lmvs and Regulations; Laws or
Regulations -Any and all applicable laws, rules,
regulations, ordinances, coda, standards, and orders of
any and all governmental bodies, agencies, authorities,
and courts having jurisdiction.
30. PCB's - Polychlorinated biphenyls.
31. Petroleum - Petroleum, including crude oil
or any fraction thereof which is liquid at standard
conditions of temperature and pressure (60 degrees
Fahrenheit and 14.7 pounds per square inch absolute),
such as oil, petroleum, fuel oil, oil sludge, oil refuse,
gasoline, kerosene, and oil mixed with other non -
Hazardous Waste and crude oils.
32. Radioactive Materials - Source, special
nuclear, or byproduct material as defined by the Atomic
Energy Act of 1954 (42 USC Section 2011 et seq.) as
amended from time to time.
33. (Deleted).
34. Reimbursable Expenses -Thc expenses
incurred directly by ENGINEER in connection with the
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 8 of 10
performing or furnishing of Basic and Additional
Services for the Project for which OWNER shall pay
ENGINEER as indicated in Exhibit C.
35. (Deleted).
36. Samples — Physical examples of materials,
equipment, or workmanship that are representative of
some portion of the Work and which establish the
standards by which such portion of the Work will be
judged.
37. (Deleted).
38. Site —Lands or areas indicated in the
Contract Documents as being furnished by OWNER
upon which the Work is to be performed, rights -of -way
and easements for access thereto, and such other lands
furnished by OWNER which are designated for use of
Contractor.
39. (Deleted).
40. (Deleted).
41. (Deleted).
42. (Deleted).
43. Work —The entire completed construction
or the various separately identifiable parts thereof
required to be provided under the Contract Documents
with respect to this Project. Work includes and is the
result of performing or furnishing labor, services, and
documentation necessary to produce such construction
and furnishing, installing, and incorporating all materials
and all equipment into such construction, all as required
by the Contract Documents.
44. (Deleted).
45. lYritten Amendment —A written amendment
of the Contract Documents signed by OWNER and
Contractor on or after the Effective Date of the
Construction Agreement and normally dealing with the
non - engineering or non - technical rather than strictly
construction - related aspects of the Contract Documents.
ARTICLE 8 - EXHIBITS AND SPECIAL
PROVISIONS
8.01 Exhibits Included
A. Exhibit A, "ENGINEER's Services,"
consisting of five (5) pages.
B. Exhibit B, "OWNER's Responsibilities,"
consisting of two (2) pages.
C. Exhibit C, "Payments to Engineer for
Services and Reimbursable Expenses;' consisting of two (2)
pages.
D. Exhibit D, "Duties, Responsibilities and
Limitations of Authority of Resident Project Representative, "
is not used.
E. Exhibit E, "Notice of Acceptability of
Work;' is not used.
F. Exhibit F, "Construction Cost Limit," is
not used.
G. Exhibit G, "Insurance," consisting of two
(2) pages.
H. Exhibit H, "Dispute Resolution," is not
used.
1. Exhibit 1, "Allocation of Risks;' is not
used.
J. Exhibit J, "Special Provisions" is not used.
K. (Added) Exhibit K, "Indemnification" consisting
of one (1) page.
8.02 Total Agreement
A. This Agreement (consisting of pages I to
10 inclusive, together with the Exhibits identified above)
constitutes the entire agreement between OWNER and
ENGINEER and supersedes all prior written or oral
understandings. This Agreement may only be amended,
supplemented, modified, or canceled by a duly executed
written instrument. This Agreement along with the exhibits
shall be read and construed as the same Agreement.
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 9 of 10
IN WITNESS WHEREOF, the panics hereto have
executed this Agreement, the Effective Date of which is
indicated on page I.
OWNER: CITY OF BAYTOWN
Garrison C. Brumback
Title: City Manager
Date Signed:
Address for giving notices:
P.O. BOX 424
BAYTOWN, TEXAS 77422 -0424
Designated Representative (paragraph 6.02A):
Richard E. Carter, P.E.
Title: City Engineer
Phone Number: (281) 420 -6549
Facsimile Number: (281) 420 -6586
E -Mail Address: dick.carter@baytown.org
ENGINEER: ww --
HDR ENGINEERING, INC.
L��(nn� 64v,
Printed Name G41 9,1116 Tke Q Q- QGA.L+ N 6 H
Title '�w'It01&n- Yr CE
Date Signed A ?,z 'Lo
Address for giving notices:
4635 SOUTHWEST FREEWAY
SUITE 1000
HOUSTON, TEXAS 77027
Designated Representative (paragraph 6.02A):
David M. Hunn. P.E.
Title: Senior Project Manager
Phone Number: (713) 622 -9264
Facsimile Number: (7131622-9265
E -Mail Address:
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 10 of 10
This is EXHIBIT A, consisting of 5 pages, referred to in and
pan of the Agreement between OWNER and ENGINEER
for Professional Services dated
Initial:
OWNER
ENGINEER
ENGINEER's Services
Article 1 of the Agreement is amended and supplemented to include the following agreement of the parties.
ENGINEER shall provide Basic and Additional Services as set forth below.
PART I — BASIC SERVICES (Modified)
A 1.0 1 Preliminary Design Phase
A. ENGINEER shall:
I. Consult with OWNER to define and clarify OWNER's requirements for the Project and available data.
2. Advise OWNER as to the necessity of OWNER's providing data or services of the types described in
Exhibit B which are not part of ENGINEER's Basic Services, and assist OWNER in obtaining such
data and services.
3. (Modified) Identify, consult with, and analyze requirements of governmental authorities having
jurisdiction to approve the portions of the Project designed or specified by ENGINEER, including but
not limited to mitigating measures identified in the environmental assessment (if any).
4. Perform or provide the following additional Preliminary Design Phase tasks or deliverables:
A. LIFT STATION AND FORCE MAIN EVALUATIONS
1. Conduct preliminary "kick -oft meeting with City Staff to finalize the requirements for the
Project.
2. Conduct a meeting with operations personnel to gather operational information on the existing
facilities.
3. Research and gather existing relevant data on the lift station such as identification of original
pump manufacturer, obtain original pump curves, obtain "as built" plans and specifications for
the original project, existing utility information, etc.
4. Research and gathering of information and performance curves for the pumps at Lift Station No.
6 will be required to determine how operations at this lift station affect the 21 -inch force main
that serves the Raccoon Road Lift Station.
5. Perform field reconnaissance survey of the site and immediate vicinity to obtain information on
surface features and any other information that would impact construction. A detailed
topographic survey will not be performed in the preliminary engineering phase of the project but
may be necessary for final design purposes.
6. Obtain estimated population and flow information data; determine the lift station service area
and anticipated current and future flow rates; prepare detailed hydraulic calculations to assess
the need for improvements to the performance of the station.
Page 1 of 5 pages
(Exhibit A — Engineer's Services)
7. Complete a detailed assessment of the existing facilities which will include but not be limited to
the following:
a, Lift Station Structure. Complete a visual inspection of the dry pit and wet well to determine
the condition. Following the inspection, options will be identified for the rehabilitation or
replacement of the .lift station structure.
b. DW Pit Pumps. Visually inspect the existing pumps and drive motors and perform
performance tests on each to determine their operational capabilities. Compare performance
tests with actual pump curves and complete an cvuluation analysis of the pump system
performance. Determine the suitability of the existing pumps for current operation needs
and service life and make recommendations regarding rehabilitation or replacement.
c. Inspection and Rehabilitation of the Existing Force Main. The Preliminary Engineering
Report will include an evaluation of the hydraulic capacity of the existing 21 " force main as
part of the pumping system. Assessment of the hydraulic conditions will include a review of
how flows how Lift Station No. 6 impact (low in the 21 -inch force main that serves the
Raccoon Road Lift Station. This proposal does not include any costs to perform a physical
inspection of PCCP pipe utilizing nondestructive testing methods due to the higher costs
associated with this testing methodology. It is therefore recommended that, a cursory
evaluation of the 21 -inch force main be made by the PCCP pipe manufacturer's
representative during the time the OWNER takes the force main out of service for repairs.
A physical assessment of the pipe in the area of the repair can be made at that time. A
physical inspection of the entire length of the force main by ENGINEER is not included in
this scope of work at this time. HDRIC&M will utilize any available information obtained
from this assessment to aid in evaluating the options, i.e., rehabilitation of the force main or
replacement of the force main. The scope for a preliminary routing study that will be
included with this Report is established in Section Q (Route Study for the Existing and
Proposed Force Mains) of this proposal.
8. Complete a visual assessment of all existing piping, valves, finings and miscellaneous
mechanical equipment located in the lift station to determine the condition and make
recommendations regarding rehabilitation or replacement.
9. Complete an inspection and make an assessment of miscellaneous items located on the lift
station site such as the dry pit ventilation fan, the lift station access hatches and the site security
and make recommendations for any necessary improvements.
10. Prepare Preliminary Cost Estimates for two (2) identified options for the improvements to the
Raccoon Road Lifl Station.
11. Prepare Preliminary Cost Estimates for equipment replacement or modifications required at Lifl
Station No. 6 to maintain current pumping capacity if the existing 21 -inch Raccoon Road force
main is replaced.
12. Assist the OWNER in conducting Public Mec ings that may be necessary to apprise the adjacent
property owners of the proposed improvements to the lift station.
13. Prepare a Draft Preliminary Engineering Report documenting the findings of the site
assessments, the options available for improvements to the lift station, and the recommendations
for inclusion in the Final Design of the Project.
14. Prepare Preliminary Cost Estimate for the project based on the recommendations in the drag
PER.
15. Submit up to five (5) copies of the draft PER for review by the OWNER,
Page 2 of 5 pages
(Exhibit A — Engineer's Services)
16. Conduct a PER workshop meeting with OWNER'S staff to present and discuss the contents of
the PER prior to finalizing the document. The workshop will be a forum to discuss options for
the rehabilitation or replacement of the lift station and force main, review of probable
construction costs of each option, and find consensus for the final recommendations in the
Preliminary Engineering Report that arc within the OWNER's budget for the construction of the
project.
17. Make any changes to the PER resulting from the PER briefing meeting.
18. Submit up to five (5) copies of the Final Preliminary Engineering Report, making this document
the basis for the final design of the project.
19. Coordinate up to three (3) interim meetings with the OWNER during the course of the
preliminary design process to provide the OWNER with an update on progress on the project
with regards to the agreed schedule.
20. Coordinate with other agencies relevant to the execution of the project.
B. ROUTE STUDY FOR THE EXISTING AND PROPOSED FORCE MAINS
An analysis of a replacement force main will be included in the Preliminary Engineering Report to
provide recommendations if the condition of the existing force main, as determined during the
cursory review by the PCCP manufacturer, reveals significant structural problems, or if
replacement is authorized by the OWNER. Evaluation of the replacement for the existing 21 -inch
force main will be based on two (2) potential alignments:
A new alignment to convey flow to the Northeast Wastewater Treatment Plant. The existing
21 -inch force main will be replaced by a new force main in an alignment that will convey
flow to the Northeast Wastewater Treatment Plant. The existing 21 -inch force main will
remain to serve as a redundant backup when maintenance and repairs are needed. Taking the
existing 21 -inch force main out of service will also require the construction of a new segment
of 12" force main to convey flow from Lift Station No. 6 to the East District Wastewater
Treatment Plant. The new segment of 12 -inch force main will be constructed to convey flow
that was previously carried in the 21 -inch force main. The routing for the new segment of
force main will be adjacent to the existing 21 -inch force main from the current discharge point
for the 12 -inch force main to the East District Wastewater Treatment Plant.
The following tasks will be conducted on the initial route study:
a. Evaluation of replacing the 21 -inch Raccoon Road Lift Station Force Main, including a
preliminary field routing study of the force main to convey flow to the Northeast
Wastewater Treatment Plant. The preliminary routing study will be based on aerial
photography and a review of property ownership and casements obtained from the appraisal
districts. Information from the preliminary routing study and the existing and projected
demands in the service area will be used to determine the size of the force main, wet well,
and pumps that will be needed to convey the required flow.
b. A preliminary field routing study to evaluate the feasibility of constructing a 12" force main
extension to convey flow from Lift Station No. 6 downstream of the point where the
existing 21 -inch force train is to be taken out of service. The preliminary routing study will
be based on aerial photography and a review of property ownership and casements obtained
from appraisal districts. Review of the hydraulic conditions in the Lift Station No. 6 force
main will also include an evaluation of how the performance of the existing Lift Station No.
6 pumps will be affected by extension of the 12 -inch force train to discharge directly to the
East District Wastewater Treatment Plant.
2. A new force main adjacent to the alignment of the existing force main. The existing 21 -inch
force main will be replaced by a new force main that is adjacent to the existing force main.
Page 3 of 5 pages
(Exhibit A — Engineer's Services)
The route study will review the availability of existing right -of -way and casements to assess
potential modifications to the alignment prior to final design. The following tasks will be
conducted on the initial route study:
a. A preliminary field routing study will be required to verify the feasibility of constructing ,a
new force main adjacent to the existing force main. The preliminary field routing study will
be based on aerial photographs of proposed alignments and review of property ownership
and casement information obtained from the applicable appraisal districts.
A field walk- through of the studied routes will be conducted to identify potential obstacles. The
result of the preliminary field routing study will be a recommended alignment for survey and
easement acquisition in the Final Engineering Phase.
C. ELECTRICAL AND INSTRUMENTATION EQUIPMENT
A thorough inspection of the existing electrical power, control and instrumentation system will be
conducted at the lift station to identify any potential issues and make recommendations for
improvements. This evaluation will include provisions to provide lightning protection and a review
of the power requirements to support larger pumps that could be required to convey flow through a
new force main alignment. The backup power will also be evaluated and appropriate
recommendations will be made.
D. ODOR CONTROL SYSTEM
An assessment of the existing odor control system will include a review of two (2) options for
improving the system and recommendations will be made for rehabilitation or replacement of the
existing odor control system with a biofilter odor control system.
5. Identify and evaluate potential solutions available to OWNER; and, after consultations with OWNER,
recommend to OWNER those solutions which in ENGINEER's judgment meet OWNER's
requirements for the Project.
6. (Modified) Attend meetings with OWNER and OWNER'S designated boards and/or commissions to
receive input into OWNER'S requirements for the Project and evaluate potential solutions available to
OWNER.
(Modified) Prepare a preliminary engineering report (the "Report ") which will, as appropriate, contain
schematic layouts, sketches, schedule of events, and conceptual design criteria with appropriate
exhibits to indicate the agreed -to requirements, considerations involved, and those alternate solutions
available to OWNER which ENGINEER recommends. This Report will be accompanied by
ENGINEER's opinion of Total Project Costs for each solution which is recommended for the Project
with each component separately itemized, including the following, which will be separately itemized:
opinion of probable Construction Cost, allowances for contingencies and for the estimated total costs
of design, professional, and related services provided by ENGINEER and, on the basis of information
furnished by OWNER, allowances for other items and services included within the definition of Total
Project Costs.
8. Furnish five (5) review copies of the Report to OWNER within one hundred twenty (120) days of
authorization to begin services and review it with OWNER.
9. Meet with OWNER's staff to discuss the project and receive any requested changes for incorporation
into the final design.
10. Revise the Report in response to OWNER's and other panics' comments, as appropriate, and furnish
five (5) final copies of the revised Report to the OWNER within twenty (20) days after completion of
reviewing it with OWNER.
B. (Modified) ENGINEER's services under the Preliminary Design Phase will be considered complete on the
date when the final copies of the revised Report have been delivered to and accepted by OWNER.
Page 4 of 5 pages
(Exhibit A — Engineer's Services)
PART 2 — ADDITIONAL SERVICES
A2.01 Additional Services Requiring OWNER's Authorization in Advance
A. Surveying (boundary, topographical and any other survey where a licensed survey is required).
B. Right -of- -way research, deed research, and abstracting.
C. Site easement and right -of -way acquisition work such as: preparation of metes and bounds, verification of
ownership of property; preparation and submittal of title report or title commitment; initial contact with
property owner(s) to gain right -of -way entry in order to conduct field surveys and geotechnical testing.
D. Geotechnical investigations
E. Environmental Site Assessment
F. Traffic Control Planning and Design
G. Storm Water Pollution Prevention Plan (SWPPP)
H. Assist the OWNER as an expert witness or factual witness in any legal proceedings or litigation arising
from the Project.
1. Services and costs associated with special efforts or studies involving this Project, such as State Revolving
Fund applications, reports, trips to Austin, or associated work.
A2.02 Required Additional Services
Not Included
Page 5 of 5 pages
(Exhibit A — Engineer's Services)
This is EXHIBIT B, consisting of 2 pages, referred to in and
pan of the Agreement between OWNER and ENGINEER
for Professional Services dated
Initial:
OWNER
ENGINEER 46
OWNER's Responsibilities
Article 2 of the Agreement is amended and supplemented to include the following agreement of the parties.
B2.01 In addition to other responsibilities of OWNER as set forth in this Agreement, OWNER shall:
A. Provide ENGINEER with all criteria and full information as to OWNER's requirements for the
Project, including design objectives and constraints, space, capacity and performance requirements, flexibility, and
expandability, and any budgetary limitations; and famish copies of all design and construction standards which
OWNER will require to be included in the Drawings and Specifications; and furnish copies of OWNER's standard
forms, conditions, and related documents for ENGINEER to include in the Bidding Documents, when applicable.
B. Fumish to ENGINEER any other available information pertinent to the Project including reports and
data relative to previous designs, or investigation at or adjacent to the Site.
C. (Modified) Following ENGINEER's assessment of initially - available Project information and data
and upon ENGINEER's written request, furnish or otherwise make available such additional available Project related
information and data as is reasonably required to enable ENGINEER to complete its Basic and Additional Services.
I. (Deleted).
2. (Deleted).
3. (Deleted).
4. (Deleted).
5. (Deleted).
6. (Deleted).
D. (Deleted).
E. (Modified) Authorize ENGINEER to provide Additional Services as set forth in Part 2 of Exhibit A
of the Agrecrimt as the OWNER determines is necessary.
F. (Modified) Arrange for access to and snake all provisions for ENGINEER to enter upon public
property as required for ENGINEER to perform services under the Agreement.
G. Examine all alternate solutions, studies, reports, sketches, Drawings, Specifications, proposals, and
other documents presented by ENGINEER (including obtaining advice of an attorney, insurance counselor, and other
advisors or consultants as OWNER deers appropriate with respect to such examination) and render in writing timely
decisions pertaining thereto.
H. (Deleted).
I. (Deleted).
Page l of 2 pages
Pages
(Exhibit B - OWNER's Responsibilities)
J. Advise ENGINEER of the identity and scope of services of any independent consultants employed
by OWNER to perform or furnish services in regard to the Project, including, but not limited to, cost estimating, project
peer review, value engineering, and constructibility review.
K. Furnish to ENGINEER data as to OWNER's anticipated costs for services to be provided by others
for OWNER so that ENGINEER may make the necessary calculations to develop and periodically adjust
ENGINEER's opinion of Total Project Costs.
L. (Modified) If OWNER designates a construction manager or an individual or entity other than, or in
addition to, ENGINEER to represent OWNER at the Site, define and set forth the duties, responsibilities, and
limitations of authority of such other party and the relation thereof to the duties, responsibilities, and authority of
ENGINEER.
M. Attend the prc-bid conference, bid opening, pre- construction conferences, construction progress and
other job related meetings, and Substantial Completion and final payment inspections.
N. Provide copies of daily observation reports prepared by OWNER's on -site representative to
ENGINEER during construction phase.
Page 2 of 2 pages
Pages
(Exhibit B - OWNER's Responsibilities)
This is EXHIBIT C. consisting of 2 pages, referred to in and
part of the Agreement between OWNER and ENGINEER
for Professional Services dated
Initial:
Payments to ENGINEER for Services and Reimbursable Expenses
Article 4 of the Agreement is amended and
supplemented to include the following agreement of
the patties:
ARTICLE 4 -- PAYMENTS TO THE ENGINEER
C4.01 For Basic Services Having A Determined
Scope —Cost not to Exceed Method of
Payment
A. OWNER shall pay ENGINEER for
Basic Services set forth in Exhibit A as follows:
I. (Modified) A cost not to exceed
amount, based upon the rate schedule, which is
attached as Appendix I of Exhibit C and
incorporated herein for all intents and purposes,
of S 99.985 , which does not include those
Engineer's Consultant's charges as provided
below in this Article 4, Subparagraph C4.05, to
be distributed at the completion of each of the
phase in the following amount:
a. Preliminary Design
Lift Station and Force
Main Evaluations ........ S71,555
Route Study for the Existing &
Proposed Force Mains.S17,470
Electrical and Instrumentation
Equipment ................... S 1 0,960
3.2. (Modified) ENGINEER may with the
consent of OWNER alter the distribution of
compensation between individual phases noted
herein to be consistent with services actually
rendered, but shall not exceed the total cost not
to exceed amount unless approved in writing by
the OWNER.
3. The cost not to exceed includes
compensation for ENGINEER's services and
services of ENGINEER's Consultants (with the
exception of those outlined in paragraph C4.05),
OWNER
ENGINEER t:-
if any. Appropriate amounts have been
incorporated in the cost not to exceed to account
for labor, overhead, and profit.
4. Deleted.
5. The portion of the amount billed
for ENGINEER's services will be based upon
total services actually completed during the
billing period.
C4.02 For Basic Services Having An Undetermined
Scope -- Direct Labor Costs Times a Factor
Method of Payment
A. (Not Used).
C4.03 For Additional Services
A. OWNER shall pay ENGINEER for
Additional Services as follows:
1. General. For services of
ENGINEER's employees engaged directly on
the Project pursuant to paragraph A2.01 or
A2.02 of Exhibit A of the Agreement, except for
services as a consultant or witness under
paragraph A2.01.1-1, an amount equal to
ENGINEER's actual salaries times a Factor of
3.05, not to exceed those the maximum rate for
any employee classification as referenced in rate
schedule, which is attached as Appendix 1 of
Exhibit C, plus Reimbursable Expenses and
ENGINEER's Consultant's charges, if any.
Additional Services shall not be provided
without the prior written consent of the Owner.
Additional Services as outlined in Section A2.01
shall not exceed S0.
2. (Not Used).
Page I of pages
(Exhibit C - Basic Services With Determined Scope -- Cost not to exceed Method)
C4.04 For Reimbursable Expenses
A. (Modified) When not included in
compensation for Basic Services under paragraph
C4.01, OWNER shall pay ENGINEER for
Reimbursable Expenses as actual costs, verified by
receipts, plus 10% for administrative cost. Before the
OWNER shall be liable for any reimbursable
expenses, the ENGINEER must obtain prior written
approval of the OWNER of any expense that exceeds
S1,000 for which the ENGINEER seeks
reimbursement. Reimbursable Expenses shall not
exceed S 5,000.00 without the prior written consent
of the Owner.
B. (Modified) Reimbursable Expenses
include the following categories: mileage, parking
tolls, long distance, reproduction of Drawings,
Specifications, Bidding Documents, and similar
Project- related items in addition to those required
under Exhibit A, and, if authorized in advance by
OWNER.
C. The amounts payable to
ENGINEER for Reimbursable Expenses will be the
Project- related internal expenses actually incurred or
allocated by ENGINEER, plus all invoiced external
Reimbursable Expenses allocable to the Project, the
latter multiplied by a Factor of( 1.1 ).
D. Deleted.
E. (Added) The OWNER must
approve all travel expenses before the same are
incurred. If such approval is not obtained, the
OWNER shall not be liable for such travel expenses.
C4.05 For ENGINEER's Consultant's Charges
A. (Modified) Whenever compensation to
ENGINEER herein is stated to include charges of
ENGINEER's Consultants, those charges shall be the
amounts billed by ENGINEER's Consultants to
ENGINEER times a Factor of 1.1. The consultant
charges shall not exceed the following amounts
specified for each of the following services, unless
approved in writing by the OWNER. The charges
include the factor, and arc as follows:
(1) Odor Control System S 11,110
C4.06 Direct Labor Costs
A. Direct Labor Costs means salaries
and wages paid to ENGINEER's employees but does
not include payroll related costs or benefits.
B. (Deleted).
4.07 Factors
A. The Direct Labor Costs Factor
includes the cost of customary and statutory benefits
including, but not limited to, social security
contributions, unemployment, excise and payroll
taxes, workers' compensation, health and retirement
benefits, bonuses, sick leave, vacation, and holiday
pay applicable thereto; the cost of general and
administrative overhead, which includes salaries and
wages of principals and employees engaged in
business operations not directly chargeable to
projects, plus non - Project operating costs, including
but not limited to, business taxes, legal, rent, utilities,
office supplies, insurance, and other operating costs;
plus operating margin or profit.
B. External Reimbursable Expenses
and ENGINEER's Consultant's Factors include
ENGINEER's overhead and profit associated with
ENGINEER's responsibility for the administration of
such services and costs.
C4.08 Other Provisions Concerning Payment
A. Progress Payments. The portion of
the amounts billed for ENGINEER's services which
are identified in paragraphs C4.01 and C4.03, will be
based on the Direct Labor Costs for the cumulative
hours charged to the Project during the billing period
by all of ENGINEER's employees, times the
Applicable Direct Labor Costs Factor, plus
Reimbursable Expenses and ENGINEER's
Consultant's charges, if any.
Page 2 of 2 Pages
(Exhibit C - All Other Services/Charges -- Cost not to Exceed Method of Payment)
Appendix 1 of Schedule C
Rate Schedule
Employee Classification
Officer
Senior Project Director
Senior Project Manager
Project Engineer
Project Engineer I
Engineer in Training
Senior Designer
Designer
CADD Manager
CA DD Operator/Designer
Administrative Supervisor
Clerical
GIS Specialist
Billine Rate (ner hour
5220.00
S160.00
S185.00
S140.00 --
S180.00
S120.00 •-
S130.00
S90.00
S110.00
S70.00 --
S100.00
S110.00
S150.00
S70.00 --
S90.00
S140.00
S75.00 --
S100.00
S90.00 -
S125.00
S40.00 -
S95.00
S75.00 --
S150.00
Services shall be billed based upon the actual salaries times a multiplier of 3.05, not to exceed the maximum
amount specified hercinabove for any employee classification.
Page i of 1 Pages
(Appendix 1 of Exhibit C — Hourly Rates)
This is EXHIBIT G, consisting of 2 pages, referred to in and
part of the Agreement between OWNER and ENGINEER
for Professional Services dated
Initial:
OWNER
ENGINEER get—
Insurance
Paragraph 6.05 of the Agreement is amended and supplemented to include the following agreement of the parties.
G6.05 buunmce
Throughout the term of this Agreement, the ENGINEER at its own expense shall purchase, maintain and keep in
force and effect insurance against claims for injuries to or death of persons or damages to property which may arise
out of or result from the ENGINEER's operations and/or performance of the work under this Agreement, whether
such operations and/or performance be by the ENGINEER, its agents, representatives, volunteers, employees or
subcontractors or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of
them may be liable.
The ENGINEER's insurance coverage shall be primary insurance with respect to the OWNER, its officers, agents
and employees. Any insurance or self - insurance maintained by the OWNER, its officials, agents and employees
shall be considered in excess of the ENGINEER's insurance and shall not contribute to it. Further, the ENGINEER
shall include all subcontractors as additional insureds under its commercial general liability policies or shall furnish
separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all
of the requirements stated herein.
The following is a list of standard insurance policies along with their respective minimum coverage amounts
required in this contract:
Commercial General Liability (CGL)
General Aggregate: S1,000,000
Products & Completed Operations: S1,000,000
Personal & Advertising Injury: S1,000,000
Per Occurrence: $500,000
a. Coverage shall be at least as broad as ISO CG 00 01 10 93
b. No coverage shall be excluded from standard policy without notification of individual exclusions being
attached for review and acceptance.
Business Automobile Policy (BAP)
Combined Single Limits: S 1,000,000
a. Coverage for "Any Auto."
Workers' Compensation Insurance
Statutory Limits
Employer's Liability S500,000
Waiver of Subrogation required
Errors & Omissions (E&O)
Limit: S500,000
a. For all engineers, and/or design companies.
b. Claims -made form is acceptable.
c. Coverage will be in force for three (3) years after project is completed.
Page 1 of 2 Pages
(Exhibit G - Insurance)
Upon execution of this contract. ENGINEER shall file with the OWNER valid Certificates of Insurance and
endorsements acceptable to the OWNER. Such Certificates shall contain a provision that coverage afforded under
the policies will not be canceled, suspended, voided, or reduced until at least thirty (30) days' prior written notice has
been given to the OWNER via certified mail, return receipt requested.
The ENGINEER shall also file with the OWNER valid Certificates of Insurance covering all subcontractors.
The following are general requirements applicable to all policies:
a. AM Best Rating of B +:VII or better for all liability policies.
b. Insurance carriers licensed and admitted to do business in State of Texas will be accepted.
c. Liability policies will be on occurrence form. E & O can be on claims -made form.
d. City of Baytown, its officials and employees arc to be added as Additional Insured to the commercial general
liability and business automobile policies.
e. Upon request of and without cost to City of Baytown, certified copies of all insurance policies and/or
certificates of insurance shall be furnished to City of Baytown's representative. Certificates of insurance
showing evidence of insurance coverage shall be provided to City of Baytown's representative prior to
execution of this agreement.
f Upon request of and without cost to City of Baytown, loss runs (claims listing) of any and/or all insurance
coverage shall be furnished to City of Baytown's representative.
Page 2 of 2 Pages
(Exhibit G - Insurance)
This is EXHIBIT K, consisting of I pages, referred to in and
part of the Agreement between OWNER and ENGINEER
for Professional Services dated
Initial:
OWNER
ENGINEER Ct-`
ENGINEER 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 ENGINEER UNDER
THIS CONTRACT CAUSED BY THE SOLE OR JOINT NEGLIGENCE OF
ENGINEER. IT IS THE EXPRESSED INTENTION OF THE PARTIES
HERETO, BOTH ENGINEER AND THE CITY, THAT THE INDEMNITY
PROVIDED FOR IN THIS PARAGRAPH IS INDEMNITY BY ENGINEER TO
INDEMNIFY AND PROTECT THE CITY FROM THE CONSEQUENCES OF
ENGINEER'S OWN NEGLIGENCE, WHETHER THAT NEGLIGENCE IS
THE SOLE OR A CONCURRING CAUSE OF THE RESULTING INJURY,
DEATH OR DAMAGE. SUCH INDEMNITY SHALL NOT APPLY,
HOWEVER, TO LIABILITY ARISING FROM THE PERSONAL INJURY,
DEATH, OR PROPERTY DAMAGE OF PERSONS THAT IS CAUSED BY OR
RESULTS FROM THE NEGLIGENCE OF THE CITY. IN THE EVENT
THAT ANY ACTION OR PROCEEDING IS BROUGHT AGAINST THE CITY
FROM WHICH THE CITY IS INDEMNIFIED, ENGINEER FURTHER
AGREES AND COVENANTS TO DEFEND THE ACTION OR PROCEEDING
BY LEGAL COUNSEL ACCEPTABLE TO THE CITY. THE INDEMNITY
PROVIDED FOR IN THIS EXHIBIT K SHALL SURVIVE THE
TERMINATION OR EXPIRATION OF THIS AGREEMENT.
By this Agreement, the OWNER does not consent to litigation or suit, and the OWNER hereby
expressly revokes any consent to litigation that it may have granted by the terms of this
Contract or any other contract or agreement, any charter, or applicable state law. Nothing
herein shall be construed so as to limit or waive OWNER'S sovereign immunity. ENGINEER
assumes full responsibility for Its work performed hereunder and hereby releases, relinquishes
and discharges OWNER, its officers, agents, and employees from all claims, demands, and
causes of action of every kind and character for any Injury to or death of any person and/or any
loss of or damage to any property that Is caused by or alleged to be caused by, arising out of, or
In connection with ENGINEER's work to be performed hereunder. This release shall apply
with respect to ENGINEER's work regardless of whether said claims, demands, and causes of
action are covered In whole or in part by insurance.
The protections afforded to OWNER in this Exhibit K shall control and supersede any
apportionment of liability or release of liability contained elsewhere in the Contract Documents.
Furthermore, the provisions contained in this Exhibit "K" shall survive the termination and /or
expiration of this Agreement.
Page 1 of 1 Pages
(Exhibit K - Indemnification)