Ordinance No. 11,381 ORDINANCE NO. 11,381
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 THE PROFESSIONAL SERVICES
AGREEMENT WITH MOFFATT& NICHOL FOR ENGINEERING SERVICES FOR
THE DESIGN OF THE BAYLAND MARINA RECONSTRUCTION PROJECT:
AUTHORIZING PAYMENT BY THE CITY OF BAYTOWN IN AN AMOUNT NOT
TO EXCEED THREE HUNDRED THIRTY-SIX THOUSAND SEVEN HUNDRED
SEVENTY-FIVE AND NO/100 DOLLARS ($336.775.00): MAKING OTHER
PROVISIONS RELATED THERETO: AND PROVIDING FOR THE EFFECTIVE
DATE THEREOF.
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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 the Professional Services Agreement
with Moffatt & Nichol for engineering services for the design of the Bayland Marina Reconstruction
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 Moffatt &
Nichol in an amount not to exceed THREE HUNDRED THIRTY-SIX THOUSAND SEVEN
HUNDRED SEVENTY-FIVE AND NO/I00 DOLLARS ($336,775.00) 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/I00 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%).
INTRODUCED, READ. and PASSED by the affirmative v- elof the City Council of the City of
Baytown. this the 22nd day of June. 2010.
OAW.‘ �, S EPHEN I-1. DONCARLOS. Mayor
ATTE
LETI 'IA •16rk
APPROVED AS TO FORM:
NACIO RAMIREZ. SR.. City41t)ney
R KarenSFiles`Cnv Council'Ordinances',2010'June 22'MofanNicholAgreementl3avlanalanw.doc
STANDARD FORM OF AGREEMENT
BETWEEN OWNER AND CONSULTANT
FOR
PROFESSIONAL SERVICES
THIS AGREEMENT effective as of thig day of June, 2010 ("Effective Date").
Between
City of Baytown ("OWNER")
and
Moffatt & Nichol ("CONSULTANT")
OWNER intends to contract to provide professional engineering design and consulting services related to the repair
and refurbishment of Bayland Marina ("Project").
OWNER and CONSULTANT 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
ARTICLE I -SERVICES OF CONSULTANT . ...............................
1.01 Scope ................................................. ...............................
ARTICLE 2 - OWNER'S RESPONSIBILITIES ... ...............................
2.01 General ................................................. ...............................
Pave
....................................... ............................... 3
....................................... ............................... 3
..................................... ............................... 3
..................................... ............................... 3
ARTICLE 3 - TIMES FOR RENDERING SERVICES ....................................................................... ............................... 3
3.01 General ............................................................................................................................... ............................... 3
3.02 Suspension .......................................................................................................................... ............................... 3
ARTICLE 4 - PAYMENTS TO CONSULTANT ............................................................................................................... 3
4.01 Methods of Payment for Services and Reimbursable Expenses of CONSULTANT ...... ............................... 3
4.02 Other Provisions Concerning Payments ............................................................................ ............................... 3
ARTICLE5 - OPINIONS OF COST .................................................................................................... ............................... 4
5.01 Opinions of Probable Constriction Cost .......................................................................... ............................... 4
5.02 Designing to Construction Cost Limit .............................................................................. ............................... 4
5.03 Opinions of Total Project Costs ......................................................................................... ............................1.4
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 .............................................................................................................. ............................... 6
6.05 Insura nce ............................................................................................................................. ............................... 6
6.06 Tcrinination ........................................................................................................................ ............................... 6
6.07 Controlling Law ................................ ............................... .................................................. ............................... 7
6.08 Successors, Assigns, and Beneficiaries ............................................................................. ............................... 7
6.09 Dispute Resolution ............................................................................................................. ............................... 7
6. 10 1 lazardous Environmental Condition ................................................................................ ............................... 7
6.11 Allocation of Risks ............................................................................................................. ............................... 8
6.12 Notices ............................................................................................................................... ............................... 8
6.13 Survival ............................................................................................................................... ............................... 8
6.14 Severability ......................................................................................................................... ............................... 8
6.15 Waiver ................................................................................................................................ ............................... 8
6.16 Headings ............................................................................................................................. ............................... 8
ARTICLE7 - DEFINITIONS .............................................................................................................. ............................... 8
7.01 Defined Tennis ................................................................................................................... ............................... 8
ARTICLE 8 - EXHIBITS AND SPECIAL PROVISIONS ................................................................ ............................... I I
8.01 Exhibits Included .............................................................................................................. ............................... 11
8.02 Total Agre ement ............................................................................................................... ............................... I I
Standard I-omi of Agreement
Between Ovaier and Engineer for Professional Services
Page 2 of 12
ARTICLE 1 -SERVICES OF CONSULTANT
1.01 Scope
A. CONSULTANT shall provide the Basic and
Additional Services set forth herein and in Exhibit A.
B. (modified) Upon issuance of a notice to proceed by
the OWNER, CONSULTANT 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) CONSULTANT's services and
compensation under this Agreement have been agreed to for
the design of the Project together with other services specified
in Exhibit A. CONSULTANT'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 terns
"day" means a calendar day of 24 hours.
3.02 Suspension
A. (Deleted)
B. (Modified) If CONSULTANT's services are
delayed or suspended in whole or in pail by OWNER,
CONSULTANT may be entitled to equitable adjustment of
rates and amounts of compensation provided for elsewhere in
this Agmenment to reflect, reasonable costs incurred by
CONSULTANT in connection with, among other things,
such delay or suspension and reactivation and the tact that the
lime for pert'ommance under this Agreement has been revised,
unless such delay or suspension is caused in whole or in part
by the CONSULTANT, its officers, agents, or employees. if
CONSULTANT causes or contributes to the delay or
suspension, CONSULTANT shall have no right to seek
additional compensation.
ARTICLE 4 - PAYMENTS TO CONSULTANT
4.01 Methods of Payment for Services and
Reimbursable Expenses of CONSULTANT
A. For Basic Services. OWNER shall pay
CONSULTANT for Basic Services performed or furnished
under Exhibit A, Part 1, as set forth in Exhibit C.
B. For Wdilional Sendces. OWNER shall pay
CONSULTANT for Additional Services perfomted or
ftimished under Exhibit A, Part 2, as set forth in Exhibit C.
C. (Modified) For Reinibmsable Eilmnses. In
addition to payments provided for in paragraphs 4.01.A and
4.01.13, OWNER shall pay CONSULTANT for Reimbursable
Expenses incuned by CONSULTANT and
CONSUUI*AN'r's Consultants as set fonh in Exhibit C.
However, all expenses associnted with meals and lodging
must be approved in writing by OWNER prior to
CONSULTANT incurring any expense associated therewith;
otherwise, the parties hereto agree and understand that
OWNER shall not be liable and CONSULTANT shall not
make a claim against OWNER for any such expenses.
4.02 Other Provisions Concerning Payments
A. Prepm•ation (?f Invoices. invoices will be prepared
in accordance with OWNER's standard processing practices
and will be submitted to OWNER nwnthly via mail or email
by CONSULTANT, unless otherwise agreed.
CONSULTANT shall supply detailed back -tip information
along with each invoice. in order f'or 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) Pm•ment ofhn•oices. Invoices are due
and payable within 30 days alter the receipt of the invoice and
the necessary backup information. if OWNER fails to make
any payment due CONSULTANT for services and expenses
within 30 days after receipt of CONSULTANT's invoice and
the required backup documentation therefor, the amounts due
CONSULTANT will accrue interest at the rate set forth in
Section 2251.025 of the Texas Government Code (or the
maximum rate of interest pennittcd by law, if less) aftcr the
30th day. CONSULTANT may after giving seven days'
written notice to OWNER suspend services under this
Agreement until CONSULTANT has been paid in frill all
amounts due for services, expenses, and other related charges.
Standard roan of Agreement
Between Owner and Engineer for Professional Services
Page 3 of 12
However, it is expressly understood and agreed drat
CONSULTANT 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
CONSULTANT will not suspend services under the
agreement on account of a disputed invoice or on account of
monies withheld. All payments will he credited first to
principal and then to interest.
C. Disputed Invoices. In the event of a disputed or
contested invoice, only that portion so contested may be
withheld from payment, and (lie undisputed portion will be
paid.
D. pn),ruents Upon Termination. ht the event of any
termination under section 6.06, CONSULTANT will be
entitled to invoice OWNER and will be paid in accordance
with Exhibit C for all services performed or furnished and all
Reinnbutsable Expenses incunvd through the effective date of
tenmination provided all instnnnents of service have been
tendered to (lie OWNER.
2. (Deleted)
E. (Modified) Records of CONSULT.tNTS Casts.
Records of CONSULTANT's costs pertinent to
CONSULTANT'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. Legishitim, 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
CONSULTANT's services or other costs in connection with
this Project or compensation therefor, such new taxes, fees, or
costs shall be invoiced to rind 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 CONSULTANT's estimated total
compensation.
G. (Added) brdehtedness. if CONSULTANT, at any
titre during the tenn of this agreement, incurs a debt, as the
word is defined in section 2 -662 of the Code of Ordinances
of the City of Baytown, it shall immediately notify the
OWNER's Director of Finance in writing. if the OWNER's
Director of Finance becomes aware that the
CONSULTANT has incurred a debt, the OWNER's
Director of Finance shall immediately notify the
CONSULTANT in writing. if the CONSULTANT does
not pay the debt within 30 days of either such notification,
the OWNER's Director of Finance may deduct funds in an
amount equal to the debt from any payments owed to the
CONSULTANT tinder this Agreement, and the
CONSULTANT waives any recourse therefor.
ARTICLE 5 - OPINIONS OF COST
5.01 Opinions of Probable Construction Cost
A. CONSULTANT's opinions of probable
Construction Cost provided for herein are to be made on the
basis of CONSULTANT's experience and qualifications and
represent CONSULTANT's best judgment as an experienced
and qualified professional generally familiar with the
industry. However, since CONSULTANT has no control
over the cost of labor, materials, equipment, or services
fumished by others, or over the Contractor's methods of
detemmining prices, or over competitive bidding or market
conditions, CONSULTANT cannot and does not guarantee
that proposals, bids, or actual Construction Cost will not vary
from opinions of probable Construction Cost prepared by
CONSULTANT. if OWNER wishes greater assurance as to
probable Construction Cost, OWNER shall employ an
independent cost estimator as provided in Exhibit H,
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 fiuimished by
CONSULTANT under this Agreement will be the care and
skill ordinarily used by members of CONSULTANT's
profession practicing under similar circumstances at the sane
time and in the same locality.
B. (Modified) CONSULTANT shall be responsible for
the technical accuracy of its services and documents resulting
therefrom, and OWNER shall not be responsible for
discovering deficiencies therein. CONSULTANT shall
correct such deficiencies without additional compensation
except to the extent such action is directly attributable to
deficiencies in OWNER- hnmislned information upon which
CONSULTANT is authorized to rely as provided in Section
6.01.E.
Standard Fore of Agreement
Between Owner and Engineer for Professional Services
Page 4 of 12
C. CONSULTANT shall perform or furnish
professional engineering and related services in all phases of
the Project to which this Agreement applies.
CONSULTANT shall serve as OWNER's prime professional
for the Project. CONSULTANT may employ such
CONSULTANT's Consultants as CONSULTANT deems
necessary to assist in the perfomnance or furnishing of the
services. CONSULTANT shall not be required to employ
any CONSULTANT's Consultant unacceptable to
CONSULTANT.
D. CONSULTANT 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
Elective Date of this Agreement may be the basis for
modifications to OWNER's responsibilities or to
CONSULTANT's scope of services, times of perfomnance, or
compensation.
E. (Modified) OWNER shall be responsible for, and
CONSULTANT may rely upon, the accuracy and
completeness of all requirements, programs, instnuctions,
reports, data, and other infornrttion fiumished by OWNER to
CONSULTANT pursuant to this Agreement, unless expressly
stated or communicated otherwise by OWNER.
CONSULTANT may use such requirements, reports, data,
and information in performing or furnishing services under
this Agreement.
F. OWNER shall make decisions and carry out its other
responsibilities in a timely manner and shall bear all costs
incident thereto so as not to delay the services of
CONSULTANT.
G. Prior to the commencement of the Construction
Phase, OWNER shall notify CONSULTANT of any
variations from the language indicated in Exhibit E, "Notice
of Acceptability of Work," or of any other notice or
certification that CONSULTANT will be requested to provide
to OWNER or third parties in connection with the Project.
OWNER and CONSULTANT shall reach agreement on the
temu of any such requested notice or certification, and
OWNER shall authorize such Additional Services as are
necessary to enable CONSULTANT to provide the notices or
certifications requested.
H. (Modified) CONSULTANT shall not be required to
sign any documents, no matter by whom requested, that
would result in CONSULTANT's having to certify,
guarantee or warrant the existence of conditions whose
existence CONSULTANT cannot ascertain; provided, that
CONSULTANT has exercised due diligence and was not
otherwise required to certify, guarantee or warrant the
existence of such conditions.
L During the Construction Phase, CONSULTANT
shall not supervise, direct, or have control over Contractor's
work, nor shall CONSULTANT have authority over or
responsibility for the means, methods, techniques, sequences,
or procedures of construction selected by Contractor, for
safety precautions and programs incident to the Contractor's
work in progress, nor for any failure of Contractor to comply
with Laws and Regulations applicable to Contractor's
furnishing and performing the Work.
J. (Modified) CONSULTANT neither guarantees the
performance of any Contractor nor assumes responsibility for
any Contractor's failure to furnish and perform the Work in
accordance with the Contract Documents. However, nothing
contained in this paragraph shall be construed so as to absolve
CONSULTANT from liability for any such failure about
which CONSULTANT knew or should have known existed
in the exercise of CONSULTANT's services under this
Agreement.
K. (Modified) CONSULTANT shall not be responsible
for the acts or omissions of any Contractor(s), subcontractor
or supplier, or of any of the Contractor's agents or employees
or any other persons (except CONSULTANT's own
employees and its consultants for which it is legally liable) rat
the Site or otherwise furnishing or performing any of the
Contractor's work; or for any decision made on
interpretations or clarifications of the Contract Documents
given by OWNER without consultation and advice of
CONSULTANT.
L. (Modified) The General Conditions for any
construction contract documents prepared hereunder are to be
the Standard Fonn of Agreement between Owner and
Contractor and as approved by OWNER in writing.
6.02 Authorized Project Representatives
A. Contemporaneous with the execution of this
Agreement, CONSULTANT and OWNER shall designate
specific individuals to act as CONSULTANT's and
OWNER's representatives with respect to the services to be
perfornmed or furnished by CONSULTANT and
responsibilities of OWNER under this Agreement. Such
individuals shall have authority to transmit instructions,
receive infonnation, and render decisions relative to the
Project on behalf of each respective party.
6,03 Design without Construction i'hase Services
(Deleted)
Standard Fonn of Agreement
Between Owner and Engineer for Professional Services
Page 5 of 12
6.04 Use of Documents
A. (Modified) Upon execution of this Agreement, the
CONSULTANT grunts to the OWNER nn ownership interest
in the instruments of Service. The CONSULTANT shall
obtain similar interests from the OWNER and the
CONSULTANT's consultants consistent with this
Agreement. Within seven days of any termination or
expiration of this Agreement, the CONSULTANT 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 CONSULTANT in
accordance with this Agreement. With such ownership
interest, it is expressly understood by the patties 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. Asa condition to the OWNER's
use of the Instruments of Service, the OWNER hereby
expressly agrees to remove the CONSULTANT's name and
all references to the CONSULTANT, and its consultants from
the Documents. The OWNER hereby releases any and all
claims which Cite OWNER could make arising out of or in
connection with any reuse of the documents by the OWNER.
This release of claims for the ratters covered in this
Paragraph 6.04.A shall be for the benefit of the
CONSULTANT, its officers, and employees and strb-
consultants, as well as their successors and assigns.
B. (Modified) Copies of OWNER - furnished data that
may be relied upon by CONSULTANT are limited to the
printed copies that are delivered to CONSULTANT 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 CONSULTANT are only for convenience of
CONSULTANT. Any conclusion or information obtained or
derived from such electronic files will be at the user's sole
risk.
C. Copies of Documents that may be relied upon by
OWNER are limited to the printed copies (also known as hard
copies) that are signed or scaled by the CONSULTANT.
Files in electronic media fornnnt of text, data, graphics, or of
other types that are furnished by CONSULTANT to OWNER
me 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 forest can
deleroale 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.
CONSULTANT shall not be responsible to maintain
documents stored in electronic media format after acceptance
by OWNER.
E. When transferring documents in electronic media
format, CONSULTANT makes no representations as to long -
ternt compatibility, usability, or readability of documents
resulting front the use of solfware application packages,
operating systems, or computer hardware differing from those
used by CONSULTANT at the beginning of this Project.
F. (tModited) Any use of the Documents on any
extension of the Project or on any other project shall be at
OWNER's sole risk and OWNER hereby releases
CONSULTANT 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, lite hard copies govern.
H. Any verification or adaptation of the Documents for
extensions of the Project or for any other project will entitle
CONSULTANT to further compensation at tales to be agreed
upon by OWNER and CONSULTANT.
6.05 Insurance
A. CONSULTANT 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 tithe. OWNER may request that
CONSULTANT, 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 CONSULTANT, and if commercially available,
CONSULTANT shall obtain and shall requite
CONSULTANT'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.
Standard Fornn of Agreement
Between Owner and Engineer for Professional Services
Page 6 of 12
6.06 Termination
A. (Modified) The obligations hereunder may be
tenninated:
1. For cause.
a. (Modified) By either parry upon 30 days written
notice in the event of inilure by the other parry to perform in
accordance with the terms hereof through no fault of the
terminating party; or
b. By CONSULTANT upon seven days written notice
if CONSULTANT is being requested by OWNER to famish
or perform services contrary to CONSULTANT'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 CONSULTANT.
B. Not used.
6.07 Controlling; Law
A. This Agreement is to be governed by the law of the
state in which the Project is located.
6.08 Successors, Assigns, and Beneficiaries
A. OWNER and CONSULTANT each is hereby bound
and the partners, successors, executors, administrators and
legal representatives of OWNER and CONSULTANT (and
to the extent permitted by paragraph 6.08.13 the assigns of
OWNER and CONSULTANT) are hereby bound to the other
party to this Agreement and to the partners, successors,
executors, administrators and legal representatives (and said
assigns) of such other party, in respect of all covenants,
agmenients and obligations of this Agreement.
B. Neither OWNER nor CONSULTANT may assign,
sublet, or umrnsfer any rights under or interest (including, but
without limitation, moneys that are due or may beconic 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 «Titten 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 CONSULTANT 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 CONSULTANT and
not for the benefit of any other party. The OWNER
agues that the substance of the provisions of this
paragraph 6.08.0 shall appear in the Contiact
Documents.
6.09 Not Used.
6.10 hazardous Environmental Condition
A. OWNER represents to CONSULTANT 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 CONSULTANT 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, CONSULTANT shall
have die obligation to notify OWNER on or before the next
business clay of the same.
D. It is acknowledged by both parties that
CONSULTANT's scope of services does not include any
services related to a Hazardous Environmental Condition. in
the event CONSULTANT or any other party encounters a
Hazardous Environmental Condition, CONSULTANT 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, remediate, or remove the
Standard Fonn of Agruenient
Between Owner and Engineer for Professional Services
Page 7 of 12
Hazardous Environmental Condition; and (ii) warrants that
the Site is in full compliance with applicable Laws and
Regulations.
E. OWNER acknowledges that CONSULTANT is
performing professional services for OWNER and that
CONSULTANT 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 coruection with CONSULTANT's activities under
this Agreement.
F. if CONSULTANT's services under this Agreement
cannot be performed because of a Hazardous Environmental
Condition, the existence of the condition shall justify
CONSULTANTS terminating this Agreement for cause on 30
days notice.
6.11 Allocation of Risks
A. (Modified) Indemnification. See Exhibit K.
6.12 Notices
A. (Modified) Any notice required under this
Agreement will be in writing, addressed to the appropriate
party at its address on the signature page and given
personally, or by registered or certified mail postage prepaid,
or by a commercial courier service. Additionally, noftces
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 ONVNER and CONSULTANT,
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- entbrccment of any provision by either parry
shall not constitute a waiver of that provision, nor shall it
affect the enforceability of that provision or of the renuiinder
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 [lie meanings indicated, which
are applicable to both the singular and plural thereof:
1. Addenda -- Written or graphic instruments issued
prior to the opening of Bids which clarify, cornet, or change
the Bidding Documents.
2. Addillonal Services - -The services to be performed
f'or or furnished to OWNER by CONSULTANT in
accordance with Exhibit A, Part 2 of this Agreement.
3. Agreeurenl- -This "Standard Form of Agreement
bet veen OWNER and CONSULTANT for Professional
Services," including those Exhibits listed in Article 8 hereof.
4. Application for Paynment- -The foram acceptable to
CONSULTANT which is to be used by Contractor in
requesting progress or final payments for the completion of its
Work and which is to be accompanied by such supporting
documentation as is required by the Contract Documents.
5. Asbestos- -Any material that contains more than one
percent asbestos and is friable or is releasing asbestos fibens
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 CONSULTANT in accordance with
Exhibit A, Part 1, of this Agreement.
7. Bid- -The offer or proposal of the bidder submitted
on the prescribed form setting forth the prices for the Work to
be performed.
Standard Fort of Agreement
Betvccn Owner and Engineer for Professional Services
Page 8 of 12
8. Bidding Doctanents --Tic advertisement or invitation
to Bid, instructions to bidders, the Bid form and attachments,
the Bid bond, if any, the proposed Contract Documents, and
all Addenda, if any.
9. Change Order - -A document recommended by
CONSULTANT, which is signed by Contractor and OWNER
to authorize an addition, deletion or revision in the Work, or
,in adjustment in the Contract Price or the Contract Times,
issued on or after the Effective Date of the Construction
Agreement.
10. Conso -ziction Agreement- -The wTitten instrument
which is evidence of the agreement, contained in the Contract
Documents, between OWNER and Contractor covering the
Work.
11. Consioiction Contract- -The entire and integrated
written agreement between the OWNER and Connector
concerning the Work.
Q. Consoiteion Cost --The cost to OWNER of those
portions of the entire Project designed or specified by
CONSULTANT. Construction Cost does not include costs of
services of CONSULTANT or other design professionals and
consultants, cost of land, rights -of -way, or compensation for
damages to properties, or OWNER's costs for legal,
accounting, insurance counseling or auditing services, or
interest and financing charges incurred in connection with the
Project, or the cost of other services to be provided by others
to OWNER pursuant to Exhibit B of this Agreement.
Construction Cost is one of the items comprising Total
Project Costs.
13. 60odified) Contract/ Documents -- Documents that
establish the rights and obligations of the parties engaged in
construction and include the Construction Agreement
between OWNER and Contractor and all documents
referenced therein, Addenda (which pertain to the Contract
Documents), Contractor's Bid (including documentation
accompanying the Bid and any post -Bid documentation
submitted prior to the notice of award) when attached as an
exhibit to the Construction Agreement, the notice to proceed,
the bonds, appropriate certifications, insurance documents
the General Conditions, the Supplementary Conditions, the
Specifications and the Drawings as the same are more
specifically identified in [lie Construction Agreement,
together with all Written Amendments, Change Orders, Work
Change Directives, Field Orders, and CONSULTANT's
written interpretations and clarifications issued on or after the
Etl-ective Date of the Construction Agreement. Approved
Shop Drawings and the reporls and drawings of subsurface
and physical conditions are not Contract Documents.
14. Conu•uct Price- -The moneys payable by OXVWER to
Contractor for completion of the Work in accordance with the
Contract Documents and as stated in the Construction
Agreement.
15. Contract Thnes- -The numbers of days or Cite dates
stated in the Construction Agreement to: (i)achieve Final
Completion, and (ii) complete the Work so that it is ready for
final payment as evidenced by CONSULTANT's written
recommendation of final payment.
16. Cowractor--An individual or entity with whom
OWNER enters into a Construction Agreement.
17. Correction Period- -The time after Final Completion
during which Contractor must correct, at no cost to OWNER,
any Defective Work, normally one year after the date of Final
Completion or such longer period of time as may be
prescribed by laws or Regulations or by [lie terirs of any
applicable special guarantee or specific provision of the
Contract Documents.
18. De%eGive - -An adjective which, when modifying the
word Work, refers to Work that is unsatisfactory, faulty, or
deficient, in that it does not conform to the Conti-act
Documents, or does not meet the requirements of any
inspection, reference standard, test, or approval refen-ed to in
the Contract Documents, or has been damaged prior to
CONSULTANT's recommendation of final payment.
19. Doctnnents- -Data, reports, Drawings, Specifications,
Record Drawings, and other deliverables, whether in printed
or electronic media fomhat, provided or furnished in
appropriate phases by CONSULTANT to OWNER pursuant
to this Agreement.
20. Drarwings- -That pail of the Contract Documents
prepared or approved by CONSULTANT which graphically
shows the scope, extent, and chimcter of the Work to be
performed by Contractor. Shop Drawings are not Drawings
as so defined.
21. Elj.ctirr Date of the Consiruction Agreement- -The
date indicated in the Construction Agreement on which it
becomes effective, but if no such date is indicated, it means
the date oil which the Constriction Agreement is signed and
delivered by the last of the two parties to sign and deliver.
22. E&ctive Date of the Agreement- -The date indicated
in this Agreement on which it becomes effective, but if no
such date is indicated, it means the date on which the
Agreement is signed and delivered by the last of the two
parties to sign and deliver.
Standard Forni of Agreement
Between Owner and Engineer for Professional Services
Page 9 of 12
23. CONSULT,IAT's Consultants -- Individuals or
entities having a contract with CONSULTANT to furnish
services with respect to this Project as CONSULTANT's
independent professional associates, consultants,
subcontractors, or vendors. The teen CONSULTANT
includes CONSULTANT's Consultants.
24. Field Order - -A written order issued by
CONSULTANT which directs minor changes in the Work
but which does not involve a change in the Contract Price or
the Contract Times.
25. Final Completion shall meats that all work has
been completed, all final punch list items have been
inspected and satisfactorily completed, all payments to
subcontractors have been made, all documentation and
warranties have been submitted, all closeout documents
have been executed and approved by the OWNER, and the
Project has been finally accepted by the OWNER.
26. General Conditions -That part of the Contract
Documents which sets forth terns, conditions, and procedures
that govern the Work to be performed or furnished by
Contractor with aspect to the Project.
27. hazardous F.nmirornnewal Condition- -The presence
at the Site of Asbestos, PCB's, Petroleum, Hazardous Waste,
or Radioactive Malcrials in such quantities or circumstances
that may present a substantial danger to persons or property
exposed thereto in connection with the Work.
28. iluzatdons Waste- -The tenor 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 tinnc.
29. Lan:r and Regulations; Lana o- Regulations- -Any
and all applicable laws, rules, regulations, ordinances, codes,
standards, and orders of any and all governmental bodies,
agencies, nuthorilies, anti courts having jurisdiction.
30. PCB's -- Polychlorinated biphenyls.
31. Petrolennr-- Petro fell ill, including crude oil or nny
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 Xhnterials -- 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
tinnc.
33. Record Drawings --The Drawings as issued for
construction on which the CONSULTANT, upon completion
of the Work, has shown changes due to Addenda or Change
Orders and other infornmation which CONSULTANT
considers significant based on record documents fu mnished by
Contractor to CONSULTANT and which were annotated by
Contractor to show changes made during cons1 uction.
34. Reiobutsable Fupensm- -The expenses incurred
directly by CONSULTANT in connection with the
perforning or furnishing of Basic and Additional Services for
the Project for which OWENER shall pay CONSULTANT as
indicated in Exhibit C.
35. Resident Project Representative- -The authorized
representative of CONSULTANT, if any, assigned to assist
CONSULTANT at the Site during the Construction Phase.
The Resident Project Representative will be
CONSULTANT's agent or employee and under
CONSULTANT's supervision. As used herein, the tern
Resident Project Representative includes any assistants of
Resident Project Representative agreed to by OWNER. The
duties and responsibilities of the Resident Project
Representative are as set forth in Exhibit D.
36. Sample c -- Physical examples of materials,
equipment, or workmanship that are representative of sonic
portion of the Work and which establish the standards by
which such portion of the Work will be judged.
37. Shop Drmvings - -AII drawings, diagr<nms,
illustrations, schedules, and other data or infonmation which
are specifically prepared or assembled by or for Contractor
and submitted by Contractor to CONSULTANT to illustrate
some portion of the Work.
38. Site—Lands or areas indicated in the Contrtct
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 ftrrnislned by OWNER
which are designated for use of Contractor.
39. Specifications- -That part of file Contract Documents
consisting of written technical descriptions of materials,
equipment, systems, standards, and workmanship as applied
to file Work and certain administrative details applicable
thereto.
40. Substantial Completion- -The time at which the
Work (or a specified part thereof) has progressed to the point
where, in the opinion of CONSULTANT, (lie Work (or a
specified part thereof) is sufficiently complete, in accordance
with the Contract Documents, so that the Work (or a specified
part thereof) can be utilized for the purposes for which it is
intended. The terns "substantially complete" and
Standard Fora of Agreement
Between Owner and Engineer for Professional Services
Page 10 of 12
"substantially completed" as applied to all or part of the Work A. Exhibit A, "CONSULTANT's Services," consisting
refer to Substantial Completion thereof. of nine (9) pages.
41. Supplemenrmy Conditions- -Thal part of the Contract
Documents which amends or supplements the General
Conditions.
42. (i lodifted) Total Ph ecr Costs - -The sum of the
Construction Cost, allowances for contingencies, the total
costs of services of CONSULTANT or other design
professionals and consultants, cost of land, rights -of -way,
compensation for damages to properties, OWNER's costs for
legal, accounting, insurance counseling or auditing services,
interest and financing charges incurred in connection with the
Project, and the cost of other services to be provided by others
to OWNER pursuant to Exhibit 13 of this Agreement.
43. If'ork- -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 perforating or
furnishing labor, services, and documentation necessary to
produce such construction and furnishing, installing, and
incorporating all nmatcrials and all equipment into such
construction, all as required by the Contract Documents.
44. Nark Change Direcrirr - -A written directive to
Contractor issued on or after the Effective Date of the
Construction Agreement and si6med by OWNER upon
recommendation of the CONSULTANT, ordering an
addition, deletion, or revision in the Work, or responding to
differing or unforeseen subsurface or physical conditions
under which the Work is to be perforntcd or to emergencies.
A Work Change Directive will not change the Contract Price
or the Contract Times but is evidence that the parties expect
that the change directed or documented by a Work Change
Directive will be incorporated in a subsequently issued
Change Order following negotiations by the panics as to its
effect, if any, on the Contract Price or Contract Times.
45. 1Vrilren Amendment - -A written amendment of the
Contract Documents signed by OWNER and Contractor on or
after the Effective Date of the Constnuction Agreement and
not7nally 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 F\hibits Included
B. Exhibit B, "O\YNER's Responsibilities," consisting
of two (2) pages.
C. Exhibit C, "Payments to CONSULTANT for
Services and Reimbursable Expenses," consisting of two (2)
pages.
D. Exhibit D, "Duties, Responsibilities and Limitation,
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 I, "Allocation of Risks," is not used.
J. Exhibit J, "Special Provisions" is not used.
K. (Added) Exhibit K, "Indenutification" consisting of
two (2) pages.
8.02 Total Agreement
A. This Agreement (consisting of pages I to 12
inclusive, together with the Exhibits identified above)
constitutes the entire agreement between OWNER and
CONSULTANT and supersedes all prior written or oral
understandings. This Agreement may only be amended,
supplemented, modified, or canceled by a duly executed
mitten 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 I I of 12
IN WITNESS WHEREOF, the parties hereto have executed this Agreement, the Effective Date of which is
indicated on page 1.
OWNER: CITY OF B VN CONSULTANT: MOF
Signature: Signature:
Printed Name: Garrison C. back Printed Name:
Title: City Manager Title: qicE 7-rae. ‘ aENT
Date Signed:
c/aq/aoifl
Address for giving notices:
P.O. Box 424
Baytown, Texas 77522
Date Signed: O(i /15/2.0l O
Address for giving notices:
11011 Richmond Ave., Suite 200
Houston, TX 77042
Designated Representative (paragraph 6.02.A): Designated Representative (paragraph 6.02.A):
Name: Jose A. Pastrana, P.E. Name: A . a mt . , —eE .
Title: Director of Engineering Title: �ib1EGi' MA,404GtAt.
Phone Number: (281) 420-7154 Phone Number: (713) 977-7372
Facsimile Number: (281) 420-6586 Facsimile Number: (713) 977-7379 u
E-Mail Address: jose.pastrana@baytown.org E-MailAddress: 1 �J�SC. MDWAA+v;oi.W„h
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 12 of 12
This is EXHIBIT A, consisting of 9 pages, referred to in and
part of the Agreement between OWl)iER and
CONSULTANT for Professional Services dated {C .2 j✓1O.
Initial:
OWNS
CONSULTANT
CONSULTANT's Services
Article 1 of the Agreement is amended and supplemented to include the following agreement of the parties.
CONSULTANT shall provide Basic and Additional Services as set forth below.
PART 1 — BASIC SERVICES (Modified)
A 1.01 Preliminary Design Phase
A. CONSULTANT shall:
1. Consult with OWNER to define and clarify OWNER's requirements for the Project and available data.
2. Advise OWNER as to the necessity of OWNER's providing data or services of the types described in
Exhibit B, which are not part of CONSULTANT'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 CONSULTANT, including,
but not limited to, mitigating measures identified in the environmental assessment (if any).
4. Identify and evaluate potential solutions available to OWNER; and, after consultations with OWNER,
recommend to OWNER those solutions which in CONSULTANT's judgment meet OWNER's
requirements for the Project.
5. (Modified) Attend meetings with OWNER to receive input into OWNER'S requirements for the
Project and evaluation of potential solutions available to OWNER and to discuss and finalize design
criteria and acquire pertinent information regarding the Project.
6. (Modified) Perform or provide the following additional Preliminary Design Phase tasks or deliverables:
Task 1: Field Data Collection and Data Analysis
a. Bathymetric Survey
(1) Perform bathymetric survey of the marina basin. The marina basin will be surveyed on 25-
foot transects in the immediate vicinity of the prior docks and 50-foot transects in the
remainder of the basin and will extend from the south shoreline of the basin to the access
channel on the north side.
(2) Perform bathymetric survey of the access channel leading to the Houston Ship Channel
(HSC) at 100-foot transects and extending approximately 300 feet on either side of the
channel centerline.
(3) Horizontal control will be based on sub -meter Differential GPS, Texas South Central
projection, North American Datum of 1983 (NAD83) in US Survey Feet. Vertical control
will be based on Mean Lower Low Water (MLLW) per NOAA gauge located at Morgan's
Point, Texas.
(4) Deliverables: Plan view drawings showing sounding data in AutoCad format. along with an
XYZ (ASCII) file.
b. Side Scan Survey
Page 1 of 9 Pages
(EXHIBIT A - Scope of Work)
(1) Perform a side -scan survey of the marina basin and access channel to determine debris field
and access potential effects to navigation, marina constntetion, and/or dredging of the basin
or channel. A 400 KHz Side Scan Sonar with integrated GPS positioning and "Geodas"
acquisition software will be Used.
(2) Deliverables: Tiff Mosaic inage(s) at a resolution of 10 pixels per meter.
c, Environmental Sampling (Required if dredging is conducted)
(1) Collect and analyze up to ten (10) subsurface samples from the marina basin and access
channel to determine disposal options for the dredged materials. Samples will be collected at
a depth of 3 feet below the existing mud line, at locations identified following review of the
bathymtetric survey.
(2) Perform laboratory testing of the samples for metals, PCBs, and pesticides in accordance with
the procedures specified by the Port of Houston.
(3) Special Conditions/Dcpendencies: Sampling will be invoiced on a per sample basis under
Iteintbursables.
(4) Deliverables: Two (2) hard copies of the report discussing cltcutical and physical
composition of material, with a comparison to Port of Houston disposal requirements.
d. Geotechnical Investigations (Required if existing studies are not found or are not sufficient)
(1) Collect up to six (6) soil borings to a depth of 50 feet below the mud line at the locations. Soil
samples will be collected at the surface and at 3 -foot intervals to 15 feet below the mud line.
From 15 feet below the stud line to the end of the boring, soil samples will be collected at 5-
foot intervals.
(2) Perform physical testing of soil samples from the test borings to determine the following soil
properties: moisture content, dry density, Atterberg limits, percent passing No. 200 sieve,
particle size analysis, and shear strength.
(3) Develop geotechnical design criteria for axial and lateral pile response analyses and provide
recommendations concerning pile installation and drivability.
(4) Special Conditions/Dependencies:
Y Bathyntctric and side -scan surveys will be conducted by Hydrographic Consultants, Ltd.
> Environmental sampling and geotechnical investigations to be conducted by Tolunay-
Wong Engineers, Inc.
(5) Deliverables: Two (2) hard copies of the geotechnical report containing finalized boring and
field testing records, drawings of overall site and location of drill holes, results of laboratory
testing, and engineering properties of the soils encountered.
Task 2• Preliminary Design Phase
Preliminary engineering will consist of a coastal engineering assessment of wind, waves and water
levels to define design criteria, a regional marina assessment to identify competitive slip distribution
and amenities, and marina planning to develop dock layout alternatives, marina program and cost -basis
assessment of dock types.
a. Collect and review publicly available existing monthly, annual, and extreme water level, wind,
wave, and current data.
b. Conduct assessment of wind - generated waves and transform them to marina basin using the
MIKE 21 suite of computer models, or other applicable tools. Design wave parameters (height
and period) will be calculated for 10 -, 25 -, 50 -, and 100 -year storm events.
c. Assess marina tranquility and estimate potential impacts of wave conditions, if any, on the marina.
Evaluate if wave protection at the entrance and within the marina basin is required.
d. Evaluate storm surge and water level data from historical storm and conduct sensitivity analysis of
existing 100 -year base flood elevation for design.
e. Develop a comprehensive list of existing marinas within approximately 40 miles driving from
Raytown to determine the market impact of the existing facilities including the dock type, number
and size (length and width) of slips, occupancy levels, available amenities, and activities of the
boaters. Identify typical and unique amenities and facilities within the marina market and evaluate
the influence of amenities and upland facilities on slip lease and occupancy rates including
opportunities to provide appropriate or unique antenilies.
Page 2 of 9 Pages
(EXHIBIT A - Scope of Work)
f. Prepare a layout based on market condition and user demand. This layout will incorporate slip
sizes and distribution based on OWNER input, current market trends, and the expected users. The
marina layout will consider potential future changes in the market and incorporate flexibility in
the final layout.
g. Delennine utility requirements (fire protection, electrical, potable water, communications, and
lighting) for slips.
It. Evaluate water depth requirements for proposed vessel types and sizes, including impacts on
permitting and construction schedules.
i. Evaluate shoreline erosion within marina basin and develop concepts to stabilize the shoreline.
j. Evaluate sedimentation at entrance to marina basin and provide recommendations to minimize
infilling at marina entrance.
k. Evaluate dredging and dredged material disposal, including quantities, methods, and disposal site
and alternatives.
I. Evaluate repairs and locations of Aids to Navigation (ATON) if required.
Ill. Determine other marina amenities with OWNER.
n. Prepare opinion of probable construction quantities and costs.
o. Dependencics/Special Requirements:
(1) OWNER to provide record drawings/pennits etc., if available.
(2) This task does not include evaluation and improvements to fuel dock and sewage pump -out
facilities.
(3) Sedimentation analysis will utilize empirical methods. No sedimentation modeling is
included.
p. Deliverables: Two (2) hard copies and one (1) pdf file of the report summarizing marina program.
concept layouts, and opinion of probable construction costs.
Task 3: Pemtit Support
a. Attend pre - application meeting with regulatory agencies as required.
b. Prepare cover letter, permit application and supporting permit drawings for local, state, and
fcdeml pemtit applications and submit to regulatory agencies. This effort assumes that marina
reconfiguration and maintenance dredging will fall under the nationwide permit status with state
and federal agencies under the Section 10/404 permit process of the U.S. Army Corps of
Engineers and associated state agency authorizations.
c. Prepare US Coast Guard (USCG) ATON application to replace and/or relocate signage and
submit to USCG.
d. Dependencies/Special Conditions:
(1) Assumes total dock square footage is the same or less than previously permitted.
(2) Preparation of permit application and supporting documentation to dredge marina basin
and/or access channel is not included.
(3) Dock configuration will be modified to reasonably accommodate permitting agency requests.
(4) Environmental field investigations, if required, are not included and will require a contract
modification.
(5) OWNER to provide copies of existing environmental permits.
(G) Pennit drawings submitted with applications will be concept -level drawings.
(7) Additional studies in support of Requests for Additional information (RAI's), (i.e., flushing
studies, benthic surveys) are not included.
(8) OWNFR to provide topographic survey, if required.
e. Coordinate with USCG on repair and/or relocation of Aids to Navigation (ATON).
f. Deliverables: Hard copy of permit package (cover letter, permit application, and drawings).
7. (Modified) Prepare a summary report (the "Report ") which will contain findings, comparisons of
alternatives, and recommendations for the Project. This report shall include all deliverables referenced
in Tasks I, 2 and 3 hereinabove, including, but not limited to hard copy of drawings as well as
electronic CAD drawings. This Report will be accompanied by CONSULTANT's opinion of Total
Project Costs for each solution which is so recommended for the Project willr each component
separately itemized, including the following, which will be separately itemized: opinion of probable
Page 3 of 9 Pages
(EX If I BI i' A - Scope of Work)
Construction Cost, allowances for contingencies and for the estimated Total Project Costs. The Report
shall include an overall exhibit showing the Project.
8. Furnish six (6) review copies of the Draft Report to OWNER within one hundred live (105) calendar
days of authorization to begin services and review it with OWNER.
9. Revise the Draft Report in response to OWNER's and other parties' comments, as appropriate, and
fitrnish four (4) final copies of the revised Report to the OWNER within ten (10) calendar days ailer
completion of reviewing it with OWNER.
B. (Modified) CONSULTANT's services under the Preliminary Design Phase will be considered complete on the date
when the Final copies of the revised Report has been delivered to and accepted by OWNER.
A 1.02 Final Design Plrose
A. Upon written authorization from OWNER, CONSULTANT shall:
L (;Modified) Prepare final Drawings indicating the scope, extent, and character of the Work to be
performed and furnished by Contractor. Specifications will be prepared, where appropriate, in
conformance with the 16- division format of the Construction Specifications Institute or other fonnat
agreed to in writing by OWNER mud CONSULTANT.
2. Provide technical criteria, written descriptions, and design data for OWNER's use in tiling applications
for permits from or approvals of governmental authorities having jurisdiction to review or approve the
final design of the Project and assist ORTlER in consultations with appropriate authorities.
3. Advise OWNER of any adjustments to the opinion of probable Construction Cost and any adjustments to
Total Project Costs known to CONSULTANT.
4. (i\•todifued) Attend meetings with, participate in conference calls with and prepare presentations for
OWNER and other applicable agencies, including FEMA, to review design details related to marina
and to discuss and finalize design issues.
5. Perform or provide the following additional final Design Phase tasks or deliverables:
Task 4 Marina Final Design
a. Prepare set of dock construction drawings for pricing by potential contractors. Construction
drawings may include some or all of the following:
(1) Cover Sheet
(2) General Notes
(3) Sediment and Erosion Control Plan
(4) Existing Site Plan
(5) Demolition Plan
(6) Marina Layout Plan
(7) Marina Utility Plan
(8) Dock Sections
(9) Gangway Sections
(I0)Ulility Plan and Sections
(I I) USCG Aids to Navigation
(12) Dredging Plan mud Sections
(13) Shoreline Stabilization
b. ht addition, technical specifications will be prepared to include some or all of the following:
(1) Dock Performance Specification
(2) Utilities
(3) Dredging
c. Opinion of probable construction costs and construction phasing.
d. Dependencies/Special Requirements:
Page 4 of 9 Pages
(EXHIBIT A - Scope of Work)
(l) Final design to be based on preferred dock layout plan front Task 2 and incorporating
comments by City.
(2) Performance specifications will be provided for floating docks.
(3) Design of utilities will be from the bulkhead seaward. Upgrades to landside utilities, if
required, will be provided by OWNER.
(4) OWNER to provide its standard construction documents. CONSULTANT is responsible for
all technical requirements and supplementary general or special provisions as required by the
design.
(5) Construction permits to be obtained by construction contractor.
Deliverables: Arch D (22" x 34 ") size progress plans, specifications and estimates at the 60 %,
90% and 100% in electronic PDF format. Final submittal will consist of two hardcopy drawings
(1 full -size and 1 half - size), bound hard copy of specifications, electronic files of drawings in
AutoCAD and PDF formats, electronic files of technical specifications in pdf format.
6. Prepare and furnish Bidding Documents for review and approval by OWNER, its legal counsel, and other
advisors, as appropriate, and assist OWNER in the preparation of other related documents.
7. Submit fifteen (IS) final copies of the Bidding Documents and a revised opinion of probable Construction
Cost to OWNER within one hundred fifteen (115) calendar days after authorization to proceed with this
phase.
8. (Added) Prepare additional line items in the Bid Tabulations, assuming the project documentation,
including plans and specifications, were originally prepared to reflect these items, as reasonably requested
by OWNER, so long as thishliese request(s) is trade prior to the preparation of the final bid documents.
B. In the event that the Work designed or specified by CONSULTANT is to be performed or furnished under
more than one prince contract, or if CONSULTANT's services are to be separately sequenced with the work of one or
more prince Contractors (such as in the case of fast - tracking), OWNER and CONSULTANT shall, prior to
commencement of lice Final Design Phase, develop n schedule for perfomtanee of CONSULTANT's services during
the Final Design, Bidding or Negotiating, Construction, and Post - Construction Phases in order to sequence and
coordinate properly such services as are applicable to the work under such separate prime contracts. This schedule is to
be prepared and included in or become an amendment to Exhibit A whether or not the work under such contracts is to
proceed concurrently.
C. The number of prime contracts for Work designed or specified by CONSULTANT upon which the
CONSULTANT's compensation has been established under this Agreement is one (1).
D. (Modified) CONSULTANT's services under tlue Final Design Phase will be considered complete on the date
when the submittals required by paragraph A1.03.A.6 have been delivered to and accepted by OWNER.
A1,03 Bidding or NLegoliaring Phase
A. After acceptance by OWNER of the Bidding Documents and the most recent opinion of probable
Constriction Cost as detemtined in the Final Design Phase, and upon written authorization by OWNER to proceed,
CONSULTANT shall:
1. Assist OWNER in advertising for and obtaining bids for the Work and provide 15 sets of plans and
specifications.
2. Answer questions and issue Addenda as appropriate to clarify, correct, or change the Bidding Documents.
3. Consult with OWNER as to the acceptability of subcontractors, suppliers, and other individuals and
entities proposed by Contractor for those portions of the Work as to which such acceptability is required
by the Bidding Documents.
Page 5 0179 Pages
(EXHIBIT A - Scope of Work)
4. Perform or provide the following additional Bidding or Negotiating Phase tasks or deliverables:
a. Develop a list of potential contractors
b. Provide reference letter forbid award
5. (Modified) Attend the Mandatory Pre -Bid Conference and the Bid opening, prepare: Bid tabulation sheets,
assemble contract documents, assist OWNER in both evaluating Bids or proposals and awarding
contracts for the Work.
G. (Added) Assist in connection with Bid protests, rebidding, or re- negotiating contracts for constntction,
materials, equipment, or services.
B. (Modified) The Bidding or Negotiating Phase will be considered complete upon commencement of the
Construction Phase.
A 1.04 Constriction Phase
A. Upon successful completion of the Bidding and Negotiating Phase, and upon written authorization from
OWNER, CONSULTANT shall:
Genera! A(lnuiniclration of Corsn•rretion Contract. Consult will) OWNER and act as OWNER's
representative as provided in the General Conditions. The extent and limitations of the duties,
responsibilities and authority of CONSULTANT as assigned in said General Conditions shall not be
modified, except as CONSULTANT may otherwise agree in writing. All of OWNER's instructions
to Contractor will be issued through CONSULTANT, who shall have authority to act on behalf of
OWNER in dealings with Contractor to the extent provided in this Agreement and said General
Conditions except as otherwise provided in writing. CONSULTANT shall attend on -site progress
meetings as requested by OWNER and maintain meeting minutes, on -site progress photos and site
conditions, as appropriate. CONSULTANT shall make required submittals or assist the OWNER in
making required submittals as requested by the OWNER to FEMA documenting technical and
constntction aspects of the project.
2. (Modified) Consinelion and Materials Testing. Assist the OWNER in obtaining construction
material testing, including concrete inspections, concrete test cylinders, reinforcing steel inspection,
as appropriate, and perform) an engineering report review as necessary for the Project.
3. Pre- Cotswitction Conference. Participate in a Pre - Construction Conference prior to commencement
of Work at the Site.
4. Baselines and Benchnrcn•ks. As appropriate, establish control and temporary benchmarks for locating
the Work which in CONSULTANT's judgment are necessary to enable Contractor to proceed.
5. Visits to Silo aw/ Obselvation Qf ConsU- rction. in connection with observations of Contractor's work
in progress while it is in progress:
a. (Modified) Make visits to the Site at intervals appropriate to the various stages of construction,
appropriate to verify Contractor's payment requests, and as CONSULTANT and/or OWNER
deems necessary, in order to observe as an experienced and qualified design professional the
progress and quality of the Work. Such visits and observations by CONSULTANT, and file
Resident Project Representative, if any, are not intended to be exhaustive or to extend to every
aspect of Contractor's work in progress or to involve detailed inspections of Contractor's work
in progress beyond the responsibilities specifically assigned to CONSULTANT it) this
Agreement and the Contract Documents, but rather are to be limited to spot checking, selective
sampling, and similar nhethods of general observation of the Work based on CONSULTANT's
exercise of professional judgment as assisted by the Resident Project Representative, if any.
Based on information obtained during such visits and such observations, CONSULTANT will
Page G of 9 Pages
(EXHIBIT A - Scope of Work)
detemnine if Contractor's work is proceeding in accordance with the Contract Documents, and
CONSULTANT shall keep OIVNER informed of the progress of the Work.
b. (Modified) The purpose of CONSULTANT's visits to, and representation by the Resident
Project Representative, if any, at the Site, will be to enable CONSULTANT to better carry out
the duties and responsibilities assigned to and undertaken by CONSULTANT during the
Construction Phase, and, in addition, by the exercise of CONSULTANT's efforts as an
experienced and qualified design professional, to provide for OWNER a greater degree of
confidence that the completed Work will substantially cont'onn to the Contract Documents and
that the integrity of the design concept of tine completed Project as a functioning whole as
indicated in the Contract Documents has been implemented and preserved by Contractor.
CONSULTANT shall not, during such visits or as a result of such observations of Contractor's
work in progress, supervise, direct, or have control over Contractor's work, nor shall
CONSULTANT have authority over or responsibility for the means, methods, techniques,
sequences, or procedures of construction selected by Contractor, for safety precautions and
programs incident to Contractor's work, or for any failure of Contractor to comply with Laws
and Regulations applicable to Contractor's ftrmishing and perforating the Work. Accordingly,
CONSULTANT neither guarantees die performance of any Contractor nor assumes
responsibility for any Contractor's failure to furnish and perform its work in accordance with the
Contract Docunlenls.
G. (Modified) Dcfeclive lurk. Recommend to OWNER that Contractor's work be disapproved and
rejected while it is in progress if, on the basis of such observations, CONSULTANT believes that
such work will not produce a completed Project that substantially conforms to the Contract
Documents or that it will prejudice tine integrity of the design concept of the completed Project as a
functioning whole as indicated in Ore Contra ct Documents.
7. Clarifications and hilerpielulions; Field Orders. Issue necessary clarifications and interpretations of
the Contract Documents as appropriate to the orderly completion of Contractor's work. Such
clarifications and interpretations will be consistent with the intent of and reasonably inferable front
the Contract Documents. CONSULTANT may issue Field Orders authorizing minor variations from
the requirements of the Contract Documents.
H. Change Ordery and Work Change Dbrclives. Recommend Change Orders and Wok Change
Directives to OWNER, as appropriate, and prepare Change Orders and Work Change Directives as
required.
9. Shop Drawings and Sarnplccr. Review and approve or take other appropriate action in respect to
Shop Drawings and Samples and other data which Contractor is required to submit, but only for
confommnce with tine infomntion given in the Contract Documents and compatibility with the
design concept of the completed Project as a functioning whole as indicated in the Contract
Documents. CONSULTANT shall log and track all of contractor's submittals and expedite reviews
as may be required by ONVNER. Such reviews and approvals or other action will not extend to
nnaans, methods, techniques, sequences or procedures of construction or to safety precautions and
programs incident thereto. CONSULTANT has an obligation to meet any Contractor's submittal
schedule that has earlier been acceptable to CONSULTANT.
10. Suhvlilwes and "o•- equal. " Evaluate and detemnine the acceptability of substitute or "or- equal"
materials and equipment proposed by Contractor, but subject to the provisions of paragraph A2.01 of'
this Exhibit A.
11. Inspections and Tests. Require such special inspections or tests of Contractor's work as deenned
reasonably necessary, and receive and review all certificates of inspections, tests, and approvals
required by Laws and Regulations or the Contract Documents. CONSULTANT'S review of such
certificates will be for the purpose of delermining that the results certified indicate compliance with
the Contract Documents and will not constitute an independent evaluation that the content or
Page 7 of 9 Pages
(EXHIBIT A - Scope of Work)
procedures of such inspections, tests, or approvals comply with the requirements of the Contract
Documents. CONSULTANT shall be entitled to rely on the results of such tests.
12. (Modified) Disag)•eemenrs benreen OiPNER and Conncrcla•. Render formal written decisions on all
claims of OWNER and Contractor relating to the acceptability of Contractor's work or the
interpretation of the requirements of the Contract Documents pertaining to the execution and
progress of Contractor's work. In rendering such decisions, CONSULTANT shall be fair and not
show partiality, to OWNER or Contractor.
13. 4pp1ieo lnns_ %r• P(n1ment. Rased on CONSULTANT's observations as an experienced and qualified
design professional and on review of Applications for Payment and accompanying supporting
documentation:
a. Determine the amounts that CONSULTANT recommends Contractor be paid. Such
recommendations of payment will be in writing and will constitute CONSULTANT's
representation to OWNER, based on such observations and review, that, to the best of
CONSULTANT's knowledge, information and belief, Contractor's work has progressed to the
point indicated, the quality of such work is substantially in accordance with rte Contract
Documents (subject to an evaluation of the Work as a functioning whole prior to or upon
Substantial Completion, to the results of any subsequent tests called I'or in the Contract
Documents and to any other qualifications stated in the recommendation), and the conditions
precedent to Contractor's being entitled to such payment appear to have been fulfilled in so far
as it is CONSULTANT's responsibility to observe Contractor's work. In the case of unit price
work, CONSULTANT'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). The responsibilities of CONSUt:rANT contained in
paragraph AI.04.A.5.a an: expressly subject to the limitations set forth in paragraph A1.04.A.5.b
and other express or general limitations in this Agreement and elsewhere.
h. By recommending any payment, CONSULTANT shall not thereby be deemed to have
represented that observations made by CONSULTANT to check the quality or quantity of
Contractor's work as it is perforated and fumished have been exhaustive, extended to every
aspect of Contractor's work in progress, or involved detailed inspections of the Work beyond
the responsibilities specifically assigned to CONSULTANT in this Agreement and the Contract
Documents. Neither CONSULTANT's review of Contractor's work for the put-poses of
recommending payments nor CONSULTANT's recommendation of any payment including
final payment will impose on CONSULTANT responsibility to supervise, direct, or control
Contractor's work in progress or for the means, methods, techniques, sequences, or procedures
of construction or safety precautions or programs incident thereto, or Contractor's compliance
with Laws and Regulations applicable to Contractor's furnishing and perfonning the Work. it
will also not impose responsibility on CONSULTANT to make any examination to ascertain
how or for what purposes Contractor has used the moneys paid on account of the Contract Price,
or to determine that title to any portion of the work in progress, materials, or equipment has
passed to OWNER free and clear of any liens, claims, security interests, or encumbrances, or
that there may not be other matters at issue between OWNER and Contractor that might affect
the amount that should be paid.
14. Cono-arlor'e Completion Doc iunenls.
a. (Modified) Receive and review maintenance and operating instructions, schedules, and guarantees as
prepared by the Contractor in accordance with the Contract Documents. CONSULTANT will
compile this infomtation as provided by Contractor, and deliver three (3) copies of the same to
OWNER.
b. (Modified) Receive bonds, certificates, or other evidence of insurance not previously submitted and
required by the Contract Documents, certificates of inspection, tests and approvals, Shop Drawings,
Page 8 of 9 Pages
(EXHIBIT A - Scope of Work)
Samples and other data approved as provided under paragraph A1.04.A.9, and the annotated record
documents which are to be assembled by Contractor in accordance with the Contract Documents to
obtain final payment. The extent of such CONSULTANT's review will be limited as provided in
paragraph AI.04.A.9.
c. CONSULTANT shall trrnsmit these documents to OWNER within thirty days of receipt of
documents front Contractor.
d. (Added) Prepare and furnishing to OWNER Record Drawings electronically in a format approved by
tire OWNER and on mylar showing appropriate record information based on Project annotated
record documents received from Contractor.
15. (Modified) Final Notice of Acceptability of the 111ork. Conduct a final inspection to detennine if the
completed Work of Contractor is acceptable so that CONSULTANT may recommend, in writing, final
payment to Contractor. Accompanying the recommendation for final payment, CONSULTANT shall
also provide n notice in the forat attached hereto as Exhibit E (the "Notice of Acceptability of Work ") that
to the best of CONSULTANT's knowledge, information and belief and upon the exercise of
CONSULTANT'S due diligence, the Work is acceptable and is in compliance with the Contract
Documents.
B. Duration of Consn-nction Phase. The Constntction Phase will commence with Cite execution of the first
Construction Agreement for the Project or any part Ihereofand will tenninate upon final payment to Contractors. if the
Project involves more than one prince contract as indicated in paragraph A 1.02.C, Construction Phase services may be
rendered at different times in respect to the separate contracts.
C. Limitallon of Responsibilities. CONSULTANT shall not be responsible for the acts or omissions of any
Contractor, or of any of its subcontractors, suppliers, or of any other individual or entity perforating or fimtishing any
of the Work. CONSULTANT shall not be responsible for failure of any Contractor to perfornt or tin-nish file Work in
accordance with the Contract Documents.
PART 2 -- ADDITIONAL SERViCES
A2.01 Additional Services Requiring OIiWER's Authorization in Adr mrce
Not included
A2.02 Required Additional Services
Not included
Page 9 of 9 Pages
(EXHI BIT A - Scope of Work)
This is EXHIBIT B, consisting of 2 pages, referred to in and
part of the Agreement between OWNER and
ONSULTANT for Professional Services dated
CONSULTANT g
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 CONSULTANT with all criteria and full information as to OWNER's requirements for the Project,
including design objectives and constraints, space, capacity and performance requirements, flexibility, and
expandability, and any budgetary limitations; and furnish copies of all design and construction standards which
OWNER will require to be included in the Drawings and Specifications; and furnish copies of OWNER's standard
forms, conditions, and related documents for CONSULTANT to include in the Bidding Documents, when applicable.
B. Furnish to CONSULTANT any other available information pertinent to the Project including reports and data
relative to previous designs, or investigation at or adjacent to the Site. Nothing contained in this Exhibit or in this
Agreement shall be construed to require the OWNER to provide such records in any certain format. The format in
which the existing data and documentation will be provided shall be at the sole discretion of the OWNER.
C. (Modified) Following CONSULTANT's assessment of initially -available Project information and data and
upon CONSULTANT's written request, furnish or otherwise make available such additional available Project related
information and data as is reasonably required to enable CONSULTANT to complete its Basic and Additional Services.
1. (Deleted).
2. (Deleted).
3. (Deleted).
4. (Deleted).
5. (Deleted).
6. (Deleted).
D. (Deleted).
E. (Modified) Authorize CONSULTANT to provide Additional Services as set forth in Part 2 of Exhibit A of the
Agreement as the OWNER determines is necessary.
F. (Modified) Arrange for access to and make all provisions for CONSULTANT to enter upon public and private
property as required for CONSULTANT to perform services under the Agreement.
G. Examine all alternate solutions, studies, reports, sketches, Drawings, Specifications, proposals, and other
documents presented by CONSULTANT (including obtaining advice of an attorney, insurance counselor, and other
advisors or consultants as OWNER deems appropriate with respect to such examination) and render in writing timely
decisions pertaining thereto.
Page 1 of 2 Pages
(Exhibit B — OWNER's Responsibilities)
li. (Deleted).
I. (Deleted).
J. Advise CONSULTANT 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 rcvicw, value engineering, and constructability review.
K. Deleted
L. Deleted
M. Deleted
N. Deleted
Page 2 of 2 Pages
(Exhibit E — OWNER's Responsibilities)
This is EXHIBIT C, consisting of 2 pages, referred to in and
part of the Agreement between OWNER and
CONSULTANT for Professional Services dated
Initial:
OWNER
CONSULTANT --8C
Payments to CONSULTANT for Services and Reimbursable Expenses
Article 4 of the Agreement is amended and
supplemented to include the following agreement of the
parties:
ARTICLE 4 -- PAYMENTS TO THE CONSULTANT
C4.01 For Basic Services Having A Determined
Scope —Cost not to Exceed Method of Payment
A. OWNER shall pay CONSULTANT for Basic
Services set forth in Exhibit A as follows:
1. (Modified) A cost not to exceed
amount of $297.700 based upon the rate schedule, which
is attached as Appendix 1 of Exhibit C and incorporated
herein for all intents and purposes. This amount does
not include those CONSULTANT'S consultant's
charges as provided below in this article 4,
Subparagraph C4.05, if any, and will be distributed at
the completion of each phase in the following amount:
a. Preliminary Engineering Phase
Task 1 $ 26,500
Task 2 $ 57,000
Task 3 $ 10,500
b. Final Design Phase $152,000
c. Bidding and Construction Phases $51,700
2. (Modified) CONSULTANT 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 CONSULTANT's services and
services of CONSULTANT's Consultants (with the
exception of those outlined in paragraph C4.05), 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
CONSULTANT's services will be based upon total
services actually completed during the billing
period, which shall be a calendar month. Invoices
shall be tendered no more often than once a month
for all of the services performed during the
applicable month.
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 CONSULTANT for
Additional Services as follows:
1. General. For services of
CONSULTANT's employees engaged directly on
the Project pursuant to paragraph A2.01 or A2.02 of
Exhibit A of the Agreement, except for services as a
consultant or witness under paragraph A2.01.A.13,
an amount based upon the actual hours worked and
the rate schedule, which is attached as Appendix 1
of Exhibit C and incorporated herein for all intents
and purposes plus Reimbursable Expenses.
Additional Services shall not be performed without
the prior written consent of the OWNER.
C4.04
For Reimbursable Expenses
A. (Modified) When not included in compensation
for Basic Services under paragraph C4.01, OWNER
shall pay CONSULTANT for Reimbursable
Expenses as the rate set forth in Appendix 2 of this
Exhibit C. Before the OWNER shall be liable for
any reimbursable expenses, the CONSULTANT
Page 1 of 2 Pages
(Exhibit C - Basic Services With Determined Scope -- Cost not to exceed Method)
must obtain prior written approval of the OWNER
of any expense that exceeds 51,000 for which the
CONSULTANT seeks reimbursement.
Reimbursable Expenses shall not exceed 3rS ),075
without the prior wri0en consent of the OWNER.
a. Environmental Sampling ..................516,500
(S 1,650 each)
b. Gcotechnical Borings .......................$15,625
(S 2,737.50 each)
c. Miscellaneous Expenses .....................$3,950
( meetingsi tclecontcrenceslpresentatiotts. onsile meetings during
conslntctlon, meals, travel, mileage, reproduction, delivery and
Postage)
B. (Modified) Reimbursable Expenses include
(lie 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 CONSULTANT for
Reimbursable Expenses will be the Project - related
internal expenses actually incurred or allocated by
CONSULTANT, plus all invoiced external
Reimbursable Expenses allocable to the Project, the
latter multiplied by a Factor of 1.10. Travel, meals,
mileage, rental cars, and like expenses are not subject to
the L I0 Factor.
D. Deleted.
F. (Added) The OWNER Hurst approve all travel
expenses before the saute are incurred. If such approval
is not obtained, the OWNER shall not be liable for such
travel expenses.
C4.05 For CONSUMNT's Consultant's Charges
(Deleted)
C4.06 Direct Labor Costs
A. Direct Labor Costs means salaries and wages
paid to CONSULTANT's employees but does not
include payroll related costs or benefits.
B. (Deleted).
4.07 Fackn-s
(Deleted)
04.08 01her Provisions Concerning Prmntem
A. Progress 1gymeols. The portion of the
amounts billed i'or CONSULTANT'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 CONSULTANT's
employees, plus Reimbursable Expenses and
CONSULTANT's Consultant's charges, if any.
APPENDIX 1 OF EXHII3IT C— HOURLY RATES
Page 2 of 2 Pages
(Exhibit C - All Other Services/Charges -- Cost not 10 Exceed Method of Payment)
Hourly Rates for Cunsultant Staff:
All services are to be billed on an hourly basis based on time and materials and based upon the following rates:
Page I of I Pages
(Appendix I of Exhibit C — Hourly Rates)
CLASSIFICATION
HOURLY RATES
PROFESSIONALS
Supervisory Engineer /Scientist
$190.00
Senior Engineer /Scientist
$177.00
Engineer /Scientist H1
$149.00
Engineer /Scientist 11
$130.00
Engineer /Scientist 1
$ 104.00
StafEngineer /Scientist
S93.00
TECHNICIANS
Senior Technician
5134.00
Designer
S116.00
CADD It
$85.00
CADD I
S72.00
CLERICAL
Word Processing
$76.00
General Clerical
$56.00
SPECIAL
Principal Engineer /Scientist
$210.00
Court Appearances
$250.00
Page I of I Pages
(Appendix I of Exhibit C — Hourly Rates)
APPENDIX 2 OF EXHIBIT C — REIMBURSEMENT OF COSTS
Subcontracts or Outside Smices: Cost plus 10%
Reproductions
In Ilouse
Mylar Plots (BAV)
53.50 /sf
Color Plots
54.00 /sf
Vellnlll Plots (BAV)
51.50 /sf
Bond Plots (B/W)
50.50 /sf
Drawing Reproduction
Cost plus 10%
Document Reproduction
$0.10 /sheet
Outside Reproduction: Cost plus 10%
Travel (not subject to the Factor of 1.10)
Company Auto: IRS Approved Rate
Rental Vehicle: Cost
Airlare: Cost
Meals & Lodging: Cost
Page I of l Pages
(Appendix 2 of Exhibit C — Reimbursement of Costs)
This is EXHIBIT G, consisting of 2 pages, referred to in and
part of the Agreement between OWNER and
CONSULTANT for Professional Services dated
Initial:
0
CONSULTANT _Sor
Insurance
Paragraph 6.05 of the Agreement is amended and supplemented to include the following agreement of the parties.
G6.05 Insurance
Throughout the teen of this Agreement, the CONSULTANT 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 CONSULTANT's operations and/or performance of the work under this Agreement,
whether such operations and/or performance be by the CONSULTANT, 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 CONSULTANT'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 CONSULTANT's insurance and shall not contribute to it. Further,
the CONSULTANT shall include all subcontractors as additional insureds under its commercial general liability
policies or shall furnish separate certificates and endorsements for each subcontractor. All coverage for
subcontractors shall be subject to all of the requirements stated herein.
The following is a list of standard insurance policies along with their respective minimum coverage amounts
required in this contract:
Commercial General Liability (CGL)
General Aggregate: $1,000,000
Products & Completed Operations: $1,000,000
Personal & Advertising Injury: $1,000,000
Per Occurrence: $500,000
a. Coverage shall be at least as broad as ISO CG 00 01 10 93
b. No coverage shall be excluded from standard policy without notification of individual exclusions being
attached for review and acceptance.
Business Automobile Policy (BAP)
Combined Single Limits: S1,000,000
a. Coverage for "Any Auto."
Workers' Compensation Insurance
Statutory Limits
Employer's Liability $500,000
Waiver of Subrogation required
Errors & Omissions (E&O)
Limit: $500,000
a. For all engineers, and/or design companies.
Page 1 of 2 Pages
(Exhibit G - Insurance)
b. Claims -made form is acceptable.
c. Coverage will be in force for three (3) yeah after project is completed.
Upon execution of this contract, CONSULTANT shall file with the OWNER valid Certificates of Insurance and
endorsements acceptable to the OWNER. Such Certificates shall contain a provision that coverage nilorded 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 CONSULTANT shall also file with the OWNER valid Certificates of Insurance covering all subcontractors.
The tbllowing are general requirements applicable to all policies:
a. AM Best Rating of 13+ :V1I or better.
b. Insurance carriers licensed and admitted to do business in State of Tcxas will be accepted.
c. Liability policies will be on occurrence forr. E & O can be on claims -made form.
d. OWNER, its officers, agents and employees are to be added as Additional Insured to the commercial general
liability and business automobile policies.
e. Upon request of and without cost to OWNER, certified copies of all insurance policies and/or certificates of
insurance shall be furnished to OWNER's representative. Certificates of insurance showing evidence of
insurance coverage shall he provided to OWNER's representative prior to execution of this agreement.
17. Upon request of and without cost to O \VNER, loss runs (claims listing) of any and/or all insurance coverage
shall be furnished to OWNER's representative.
Page 2 of 2 Pages
(Exhibit G - Insurance)
This is EXHIBIT K, consisting of 2 pages, referred to in and part of
the Agreement between QWNER and CONSULTANT for
Professional Services dated 2 /
Initial:
OWNER J v
CONSULTANT
Indemnification
CONSULTANT AGREES TO AND SHALL INDEMNIFY AND
HOLD HARMLESS AND DEFEND OWNER, ITS OFFICERS,
AGENTS, AND EMPLOYEES (HEREAFTER REFERRED TO AS
"OWNER") FROM AND AGAINST ANY AND ALL CLAIMS,
LOSSES, DAMAGES, CAUSES OF ACTION, SUITS AND
LIABILITY OF EVERY KIND, INCLUDING ALL EXPENSES OF
LITIGATION, COURT COSTS, AND ATTORNEY'S FEES, FOR
INJURY TO OR DEATH OF ANY PERSON, FOR DAMAGE TO
ANY PROPERTY OR FOR ANY BREACH OF CONTRACT TO
THE EXTENT ARISING OUT OF OR IN CONNECTION WITH AN
ACT OF NEGLIGENCE, INTENTIONAL TORT, INTELLECTUAL
PROPERTY INFRINGEMENT, OR FAILURE TO PAY A
SUBCONTRACTOR OR SUPPLIER COMMITTED BY THE
CONSULTANT OR THE CONSULTANT'S AGENT,
CONSULTANT UNDER CONTRACT, OR ANOTHER ENTITY
OVER WHICH THE CONSULTANT EXERCISES CONTROL
(COLLECTIVELY CONSULTANT'S PARTIES). IT IS THE
EXPRESSED INTENTION OF THE PARTIES HERETO, BOTH
CONSULTANT AND OWNER, THAT THE INDEMNITY
PROVIDED FOR IN THIS PARAGRAPH IS INDEMNITY BY
CONSULTANT TO INDEMNIFY AND PROTECT OWNER FROM
THE CONSEQUENCES OF CONSULTANT'S PARTIES' OWN
WILLFUL MISCONDUCT, JOINT OR SOLE NEGLIGENCE AS
WELL AS THE CONSULTANT'S PARTIES' INTENTIONAL
TORTS, INTELLECTUAL PROPERTY INFRINGEMENTS, AND
FAILURES TO MAKE PAYMENTS ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT. 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 ANY PERSON OTHER THAN
THE CONSULTANT'S PARTIES. IN THE EVENT THAT ANY
ACTION OR PROCEEDING IS BROUGHT AGAINST THE
OWNER FROM WHICH THE OWNER IS INDEMNIFIED,
CONSULTANT FURTHER AGREES AND COVENANTS TO
DEFEND THE ACTION OR PROCEEDING BY LEGAL COUNSEL
ACCEPTABLE TO THE OWNER. THE INDEMNITY PROVIDED
HEREINABOVE SHALL SURVIVE THE TERMINATION
AND /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 he construed so as to limit or waive OWNER'S sovereign immunity.
CONSULTANT 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 CONSULTANT's work to be performed
hereunder. This release shall apply with respect to CONSULTANI''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. _