Ordinance No. 11,569ORDINANCL'NO. 11,561)
AN ORDINANCE01"THE CITY COUNCIL
AUTHORIZING AND DIREC"TING T111"' CITY MANA(A" ' R T( F-' , XECI J.' I ' j "', A N I
THE CITY CLEIRKTO ATTESFTO A PROFFISS IONA 1, Sj..RVICTS AGREt"MENT
WITH K,NUDS(_)N, I-P, FOR 1111" CITY BAYI`(1AVN GA'1'1.:,WAY FIR0.11"ICT;
A11,110RIZIN(i PAYMENTBYTHE CITY 01" BAYTOWN IN AN AN40LJN'J"N01'
TO EXCFED F'ORYY-SIX'f I IOUSAND FIVE, HUNDRE'D AND NO/100 DOLLARS
($46,500M); MAKING OTHER PROVISIONS R F,' L t l I D TIfERE1`F0-. AND
PROVIDING F*ORTI IE 1-111,11"(.1"FIVE IAA TT''I'lli"RF"OF
* * * * * * * * * * * * * * * * * * * * * *, * * * ** * * * 4, * * * * * * * * * * * * * * * * * * * * ** 4, * * * * * * * ** * * * * * * * *4: ** * * * * * * * *4,*
Bl"' ITO RDAINED ICY TI 111'(11TY COUNCIL OFTHE CITY(* BAYT0WN,TE_`XAS:
Section 1'. That the City ("ouncil of the 0N, of Baytown, Texas, hereby authorizes and
directs the City Manager to excCUteand Cite City Clerk to attest toa Professional Services Agreemem with
Kiludsoll, LP, 1*61- tile City of Baytown Gateway la picot" A Qopy of (he agreement is attached hereto,
marked Exhibit "A," and as a part hereof for all intems and purposes.
Section 2: That tile Cl it
y Council of' the City of Baytown authorizes paynlent to Kundson,
1,11, ill an alliount not to exceed FORTY -SIXJ1 IOUS ANI) FIVE' HUNDRED AND NO/100 DOLLARS
($46,500.00) lor professional services in accordance with the agreement awhorized in Section f
hcreinabove„
Section 3: That the ity Manager is hereby granted general aullioril a decrease
y to approv'e,
or an incrcase in costs Tay 'lAVENTY-FIVE THOI (SAND AND NO/I 00 DOLLARS ($25,000,0(t) or less,
provided that [lie aniount authorized in Section 2 hereof may not he increased by more illall twenty-five
percent (25%) /17
IN11ZOD1,10-1), REIAD, and IIASSFD by the a f'firniifive wte t)rtIle City Council offlic City of"
Baytown, this the 10"' da), ofFebruary, 2(') 11. 1,4,
FIN 11. DONCARLOS, Nfinyor
ClA','T,3RYSC I y,01
pd,
�w
APPROVED
R_ Cit1__._,Nl ornev
R 'Kai o0h I evCNty Counvid Orden an cv, 201 l Febnm I v Ilik Kn udsmi A gTeonuw tl6,jlv iyPw I w duc
Exhibit "A"
AGREEMENT FOR PROFESSIONAL SERVICES
STATE OF TEXAS §
COUNTY OF HARRIS §
This Agreement (this "Agreement ") entered into by and between Knudson, LP (hereinafter the
"Professional") and the City of Baytown, a home -rule municipality located in Harris and
Chambers Counties, Texas (the "City ").
1. Scope of Services/Professional Fees
This Agreement authorizes Professional to perform landscape architectural design
services for the Baytown Gateway Project (the "Work") for and on behalf of the City for a total
cost not to exceed FORTY -SIX THOUSAND FIVE HUNDRED AND NO /100 DOLLARS
($46, 500.00). The compensation for Professional shall be on the basis described in Exhibit "A,"
with reimbursement of costs on the basis described in Exhibit "B." The time schedules for the
Work are attached as Exhibit "C." The scope of the work and projection of costs of the
construction project is as denoted in Exhibit "D." Each of these Exhibits "A" through "D" is
incorporated into this Agreement by reference for all purposes.
2. Progress Reports
Professional shall provide written progress reports to the City regarding the Work and oral
reports as requested. Such progress report shall identify the projected time and cost required by
the Professional to complete the remaining phases of the Work required under this Agreement.
& Personnel of the Professional
a. Professional's Project Manager
Professional shall designate Chris McBride to serve as Project Manager for the
Work performed under this Agreement. Any change of Project Manager shall
require thirty days' advance written approval from the City's Representative.
b. Licensed and Registered Architects
Professional shall keep a full -time registered landscape architect licensed in the
state of Texas on staff and assigned to the Work for the duration of its
performance of the Work.
C. Data on Professional's Employees
Prior to commencement of the Work, Professional shall forward to the City a
detailed resume of the personnel that will be assigned to the Work. Such
personnel may include, but not be limited to, architects, engineers, and surveyors.
d. Rejection of Professional's Employees
The City reserves the right to approve or reject from the Work any employees or
subconsultants of the Professional.
Page 1
4. Designation and Duties of the City's Representative
a. The City's Director of Engineering or his designee shall act as the City's
Representative.
b. The City's Representative shall use his best efforts to provide nonconfidential City
records for Professional's usage on the Work and to provide access to City's
property and easements. However, the City does not guarantee the accuracy or
correctness of the documents so provided. Nothing contained herein shall be
construed to require the City 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 City.
S. Standards of Performance
a. The Professional shall perform all services under this Agreement with the care and
skill ordinarily used by members of Professional's profession practicing under the
same or similar circumstances, time and locality.
Professional shall be responsible for the technical accuracy of its services and
documents resulting therefrom, and the City shall not be responsible for discovering
deficiencies therein. Professional shall correct such deficiencies without additional
compensation.
b. Codes and Standards
(1) All references to codes, standards, environmental regulations and/or
material specifications shall be to the latest revision, including all effective
supplements or addenda thereto, as of the date that the order for any
necessary equipment is made by the City or that the construction specified
is bid by the City.
(2) If any such equipment is specially manufactured, it shall be identified to
the City, and the Contractor and the Seller shall present sufficient data to
the City to support the design and the suitability of the equipment.
(3) All materials furnished on any City project shall be in accordance with
ASTM, ACI, TOOT, and AASHTO specifications, and with other
recognized standards. Proprietary material or other materials for which no
generally recognized standards exist may be used provided there has been
at least five years of proven experience in the field, and such satisfactory
documentation has been approved by the City's Representative.
(4) The Work shall be designed and furnished in accordance with the most
current applicable codes and/or standards adopted by city, state, or federal
government or in general custom and usage by the profession.
(5) The codes and standards used in the profession set forth minimum
requirements. These may be exceeded by the Contractor or the Professional
if superior methods are available for successful operation of equipment
and/or for the construction project on which the Work is performed Any
alternative codes or regulations used shall have requirements that are
equivalent or better than those in the above listed codes and regulations.
The Professional shall state the alternative codes and regulations used
(6) Professional agrees the services it provides as an experienced and qualified
architect will reflect the professional standards, procedures and
performances common in the industry for this project. Professional further
agrees that any analysis, reports, preparation of drawings, the designation
or selection of materials and equipment, the selection and supervision of
personnel and the performance of other services under this contract will be
pursuant to the standard of performance common in the profession.
(7) All plans shall be prepared under the direct supervision of and sealed by
the professionals qualified to perform such services and authorized
according to the applicable laws and regulations to do so.
(8) Professional shall promptly correct any defective analysis caused by
Professional at no cost to City. The City's approval, acceptance, use of or
payment for all or any part of Professional's services hereunder or of the
Work itself shall in no way alter Professional's obligations or the City's
rights under this Agreement. As applicable, Professional shall provide the
City with record "as- built» drawings relating to the work, in an electronic
format that is acceptable to the City. City shall be in receipt of wcord
drawings, if applicable, prior to final payment.
6. Schedule
Professional shall not proceed with the Work or any stage thereof until written notice to proceed
Is provided by the City's Representative.
7. Instruments of Service
Upon execution of this Agreement, Professional grants to the City an ownership interest in the
histruments of Service. Professional shall obtain similar interests from the Professional's
consultants consistent with this Agreement. Professional shall be required to tender to City all
Instruments of Service. With such ownership interest, it is expressly understood by the parties
hereto that the City may use the Instruments of Service for any purposes which the City sees fit,
including, but not limited to, subsequent construction, reconstruction, alteration, and/or repairs of
the Project. Provided that this Agreement is not terminated for cause by the City, the City shall
release any and all claims which the City could make arising out of or in connection with any reuse
of the documents by the City.
& Insorance
Professional shall procure and maintain at its sole cost and expense for the duration of the
Agreement, insurance against claims for injuries to person or damages to property which may
arise from or in connection with the performance of the Work hereunder by Professional, its
agents, representatives, volunteers, employees or subconsultants.
a. Professional's insurance coverage shall be primary insurance with respect to the
City, its officials, employees and agents. Any insurance or self - insurance
maintained by the City, its officials, employees or agents shall be considered in
excess of Professional's insurance and shall not contribute to it. Further,
Professional shall include all subconsultants, agents and assigns as additional
insureds under its policy or shall furnish separate certificates and endorsements for
each such person or entity. All coverages for subconsultants and assigns shall be
subject to all of the requirements stated herein.
The following is a list of standard insurance policies along with their respective
minimum coverage amounts required in this Agreement:
1. Commercial General Liability
• General Aggregate: $1,000,000
• Products & Completed Operations Aggregate: $1,000,000
• Personal & Advertising Injury: $1,000,000
• Per Occurrence: $500,000
• Fire Damage $50,000
• Coverage shall be at least as broad as ISO CO 00 01 10 93
• No coverage shall be deleted from standard policy without
notification of individual exclusions being attached for review and
acceptance.
2. Business Automobile Policy
• Combined Single Limits: $500,000
• Coverage for "Any Auto"
3. Errors and Omissions
• Limit: $500,000 per claim/aggregate
• For all architects, engineers, and/or design companies
• Claims -made form is acceptable
■ Coverage will be in force for one (1) year after construction of the
Project is completed
4. 'Workers' Compensation
• Statutory Limits
• Employer's Liability $500,000
■ Waiver of Subrogation required.
b. The following shall be applicable to all policies of insurance required herein.
1. Insurance carrier for all liability policies must have an A.M. Best Rating
of B +;VIII or better.
2. Only insurance carriers licensed and admitted to do business in the State
of Texas will be accepted.
3. Liability policies must be on occurrence form. Errors and Omissions can
be on claims -made form.
4. Each insurance policy shall be endorsed to state that coverage shall not be
suspended, voided, canceled or reduced in coverage or in limits except
after prior written notice by certified mail, return receipt requested, has
been given to the City.
S. The City, its officers, agents and employees are to be added as Additional
Insureds to all liability policies, with the exception of the Errors and
Omissions Policy required herein.
6. Upon request and without cost to the City, certified copies of all insurance
polices and/or certificates of insurance shall be furnished to the City.
7. Upon request and without cost to the City, loss runs (claims listing) of any
and/or all insurance coverages shall be furnished to the City.
8. All insurance required herein shall be secured and maintained in a
company or companies satisfactory to the City, and shall be carried in the
name of Professional. Professional shall provide copies of insurance
policies required hereunder to the City on or before the effective date of
this Agreement.
9. Indemnification and Release
PROFESSIONAL AGREES TO AND SHALL INDEMNIFY AND HOLD
HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, AND
EMPLOYEES (HEREINAFTER REFERRED TO AS THE "CITY") FROM AND
AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, CAUSES OF
ACTION, SUITS AND LIABILITY OF EVERY KIND, INCLUDING ALL
EXPENSES OF LITIGATION, COURT COSTS, AND ATTORNEY'S FEES,
FOR INJURY TO OR DEATH OF ANY PERSON, FOR DAMAGE TO ANY
PROPERTY, OR FOR ANY BREACH OF CONTRACT, ARISING OUT OF, OR
IN CONNECTION WITH THE WORK DONE BY PROFESSIONAL UNDER
Amreentent for Professional Services. Page 5
THIS CONTRACT CAUSED BY THE SOLE OR JOINT NEGLIGENCE OF
PROFESSIONAL. IT IS THE EXPRESSED INTENTION OF THE PARTIES
BERETO, BOTH PROFESSIONAL AND THE CITY, THAT THE INDEMNITY
PROVIDED FOR IN THIS PARAGRAPH IS INDEMNITY BY PROFESSIONAL
TO INDEMNIFY AND PROTECT THE CITY FROM THE CONSEQUENCES
OF PROFESSIONAL'S OWN NEGLIGENCE, WHETHER THAT
NEGLIGENCE IS THE SOLE OR A CONCURRING CAUSE OF THE
RESULTING INJURY, DEATH OR DAMAGE. SUCH INDEMNITY SHALL
NOT APPLY, HOWEVER, TO LIABILITY ARISING FROM THE PERSONAL
INJURY, DEATH, OR PROPERTY DAMAGE OF PERSONS THAT IS CAUSED
BY OR RESULTS FROM THE NEGLIGENCE OF THE CITY. IN THE EVENT
THAT ANY ACTION OR PROCEEDING IS BROUGHT AGAINST THE CITY
FROM WHICH THE CITY IS INDEMNIFIED, PROFESSIONAL FURTHER
AGREES AND COVENANTS TO DEFEND THE ACTION OR PROCEEDING
BY LEGAL COUNSEL ACCEPTABLE TO THE CITY. THE INDEMNITY
PROVIDED FOR IN THIS ARTICLE IX SHALL SURVIVE THE
TERMINATION OR EXPIRATION OF THIS AGREEMENT.
By this Agreement, the City does not consent to litigation or suit, and the City
hereby expressly revokes any consent to litigation that it may have granted by the
terms of this Contract or any other contract or agreement, any charter, or
applicable state law. Nothing herein shall be construed so as to limit or waive the
City's sovereign immunity. Professional assumes full responsibility for its work
performed hereunder and hereby releases, relinquishes and discharges the City, its
officers, agents, and employees from all claims, demands, and causes of action of
every kind and characters including the cost of defense thereof, for any injury to or
death of any person (whether they be either of the parties hereto, their employees,
or other third parties) and any loss of or damage to property (whether the property
be that of either of the parties hereto, their employees, or other third parties) that is
caused by or alleged to be caused by, arising out of, or in connection with
Professional's work to be performed hereunder. This release shall apply with
respect to Professional's work regardless of whether said claims, demands, and
causes of action are covered in whole or in part by insurance.
10. Subcontractors and Subconsultants
Professional shall receive written approval of the City's Representative prior to the use of any
subcontractors or subconsuitants. A copy of all proposed contracts with subconsultants and/or
subcontractors shall be given to the City before execution of such contracts along with a
qualifications statement and resume of such subcontractors proposed to be assigned to the
Project.
11. Termination of Professional
The City, besides all other rights or remedies it may have, shall have the right to terminate this
Agreement without cause upon ten (10) days' written notice from the City Manager to
Professional of the City's election to do so. Furthermore, the City may immediately and without
ASMentfor Pmfesdwal Servi ces. page 6
notice terminate this Agreement if Professional breaches this Agreement. A breach of this
Agreement shall include, but not be limited to, the following:
(a) failing to pay insurance premiums, liens, claims or other charges;
(b) failing to pay any payments due the city, state, or federal government from
Professional or its principals, including, but not limited to, any taxes, fees,
assessments, Hens, or any payments identified in this Agreement;
(c) the institution of voluntary or involuntary bankruptcy proceeding against
Professional;
(d) the dissolution of Professional;
(e) refusing or failing to prosecute the Work or any separable part, with the
diligence that will ensure its completion within the time specified in this
Agreement;
(fl failing to complete work wthin the time period specified in this
Agreement; and/or
(g) the violation of any provision of this Agreement.
Upon delivery of any notice of termination required herein, Professional shall discontinue all
services in connection with the performance of the Agreement. Within ten (10) days after receipt
of the notice of termination, Professional shall submit a final statement showing in detail the
services satisfactorily performed and accepted and all other appropriate documentation required
herein for payment of services. At the same time that the final statement is tendered to the City,
Professional shall also tender all of Professional's work product, whether complete or not, in an
acceptable form and format to the City's Representative. No final payment will be made until all
work product is so tendered.
If this Agreement is terminated for cause, Professional shall be liable for any damage to the City
resulting therefrom. This liability includes any increased costs incurred by the City in
completing Professional's work. The rights and remedies of the City in this section are in
addition to any other rights and remedies provided by law or under this Agreement.
12. Records
Within ten days of the City's request and at no cost to the City, the City will be entitled to review
and receive a copy of all documents that indicate work on the project that is the subject of this
Agreement.
13. Supervision of Professional
Professional is an independent contractor and the City neither reserves nor possesses any right to
control the details of the Work performed by Professional under the terms of this Agreement.
14. Billing
The Professional shall invoice the City not more than once a month. The City shall have thirty
(30) days to pay Professional's bills from the date of receipt of such bills. All bills must idea*
with specificity the work or services performed and the date(s) of such work or services. In the
event of a disputed or contested invoice, the parties understand and agree that the City may
withhold the portion so contested, but the undisputed portion will be paid.
Aam ment for Pmfessinnal Services. Page 7
15. Indebtedness.
If Professional, at any time during the term 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 City's Director of Finance in writing. If the City's Director of Finance becomes aware
that the Professional has incurred a debt, the City's Director of Finance shall immediately notify
the Professional in writing. If the Professional does not pay the debt within 30 days of either
such notification, the City's Director of Finance may deduct fimds in an amount equal to the debt
from any payments owed to the Professional under this Agreement, and the Professional waives
any recourse therefor.
16. Reputation in the Community
Professional shall retain a high reputation in the community for providing professional
architectural services. Professional shall forward a copy of any current petition or complaint in
any court of law which (a) asserts a claim for $50,000 or more for errors or omissions in
providing professional services and/or (b) seeks to decry the Professional the right to practice
professional services or to perform any other services in the state of Texas.
17. Payroll and Basic Records
a. Professional shall maintain payrolls and basic payroll records during the course of
the work performed under this Agreement and shall preserve them for a period of
three years from the completion of the work called for under this Agreement for
all personnel working on such work. Such records shall contain the name and
address of each such employee, social security number, correct classification,
hourly rates of wages paid, daily and weekly number of hours worked, deductions
made and actual wages paid.
b. Professional shall make the records required to be maintained under the preceding
subsection (a) of this section available at no cost to the City for inspection,
copying or transcription or its authorized representatives within fifteen days of the
City's request therefor. Professional shall permit such representatives to interview
Professional's employees during working hours on the job.
18. Governing Law
This Agreement has been made under and shall be governed by the laws of the state of Texas.
The parties further agree that performance and all matters related thereto shall be in Harris
County, Texas.
19. Notices
Unless otherwise provided in this Agreement, any notice provided for or permitted to be given
must be in writing and delivered in person or by depositing same in the United States mail,
postpaid and registered or certified, and addressed to the party to be notified, with return receipt
requested, or by delivering the same to an officer of such party. Notice deposited in the mail as
described above shall be conclusively deemed to be effective, unless otherwise stated in this
Agreement, from and after the expiration of three (3) days after it is so deposited
For the purpose of notice, the addresses of the parties shall be as follows unless properly changed
as provided for herein below:
For the City:
For the Professional:
CITY OF BAYTOWN
Attn: City Manager
P. 0. Box 424
Baytown, Texas 77522 -0424
FAX: 281420 -6586
KNUDSON, LP
8588 Katy Fwy., Ste. 441
Houston, TX 77024
FAX: T13t . 46S . So t l
Each party shall have the right from time to time at any time to change its respective
address and each shall have the right to specify a new address, provided that at least fifteen (15)
days' written notice is given of such new address to the other party.
20. No Third Party Beneficiary
This Agreement shall not bestow any rights upon any third party, but rather, shall bind and
benefit Professional and the City only.
21. No Right to Arbitration
Notwithstanding anything to the contrary contained in this Agreement, the City and Professional
hereby agree that no claim or dispute between the City and Professional arising out of or relating
to this Agreement shall be decided by any arbitration proceeding including, without limitation,
any proceeding under the Federal Arbitration Act (9 U.S.C. Sections 1 -14), or any applicable
State arbitration statute, including, but not limited to, the Texas General Arbitration Act,
provided that in the event that the City is subjected to an arbitration proceeding notwithstanding
this provision, Professional consents to be joined in the arbitration proceeding if Professional's
presence is required or requested by the City of complete relief to be recorded in the arbitration
proceeding.
22. Waiver
No waiver by either party to this Agreement of any term or condition of this Agreement shall be
deemed or construed to be a waiver of any other term or condition or subsequent waiver of the
same term or condition.
23. Complete Agreement
This Agreement represents the entire and integrated agreement between the City and
Professional in regard to the subject matter hereof and supersedes all prior negotiations,
representations or agreements, either whether written or oral, on the subject matter hereof. This
Aereement_for Professional Serdm— Page 9
Agreement may only be amended by written instrument approved and executed by both of the
parties. The City and Professional accept and agree to these terms.
24. No Assignment
Professional may not sell or assign all or part interest in this Agreement to another party or
parties without the prior express written approval of the City Manager of such sale or
assignment. The City may require any records or financial statements necessary in its opinion to
ensure such sale or assignment will be in the best interest of the City.
25. Headings
The headings used in this Agreement are for general reference only and do not have special
significance.
26. Severability
All parties agree that should any provision of this Agreement be determined to be invalid or
unenforceable, such determination shall not affect any other term of this Agreement, which shall
continue in full force and effect.
27. Ambiguities
In the event of any ambiguity in any of the terms of this Agreement, it shall not be construed for
or against any party hereto on the basis that such party did or did not author the same.
28. Authority
The officers executing this Agreement on behalf of the parties hereby represent that such officers
have full authority to execute this Agreement and to bind the party he/she represents.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiple
copies, each of which shall be deemed to be an original, but all of which shall constitute but one
and the same Agreement on the _ day of , 2011, the date of execution by the
City Manager of the City of Baytown.
KNUDSON, LP, a Texas Limited Partnership
By: K &A MANAGEMENT, LLC, its General
Partner
`7.i' z /L'L•l�! Cis
(Sigdature)
(Printed Name)
(Title)
A gmment for Professional Services. Page 10
CITY OF BAYTOWN
ROBERT D. LEIPER, City Manager
ATTEST:
LETICIA BRYSCH, City Clerk
APPROVED AS TO FORM:
IGNACIO RAMIREZ, SR., City Attorney
STATE OF TEXAS §
§
COUNTY OF HARRIS §
Before me on this day personally appeared Arr, O q
in
his/her capacity as a�..5' of KBf:A Bement, LLC, the General
Partner of Knudson, LP, Ind., on behalf of such limited partnership,
known to me;
proved to me on the oath of ; or
proved to me through his/her current
(description of identification card or other document issued by the federal
government or any state government that contains the photograph and signature of
the acknowledging person)
(check one)
to be the person whose name is subscribed to the foregoing instrument and acknowledged to me
that he/she executed the same for the purposes and consideration therein expressed.
SUBSCRIBED AND SWORN before me this I1�Vday of �r"v-r 2011.
ISDEBBIE DCOLEY /
Nrr,vv�swaAm
DEC. 27.2014 Notary Public in and for the State Texas
0. AQreea►eaMKns�dsan�Qatawgr RojealAgroaaseatdoa
EXHIBIT A
COMPENSATION
PRQFE SLONAL'S COMPENSATION
Design Services required under this Agreement shall not exceed TWENTY -ONE THOUSAND
ONE HUNDRED AND N01100 DOLLARS ($21,100.00). Such amount does not include the
Professional's Consultant's charges which are detailed below. The Professional's compensation shall be
paid on a time and materials basis in accordance with the rate schedule herein below and based upon the
following for each phase of the services provided:
DesignPhase ...................................................... ............................... $111300
BiddingPhase ............................ ............................... ......................... $49500
ConstructionPhase .............................................. ............................... $5,300
RATE SCHEDULE
HOURLY
LABOR BX STAFF CLASSIFICATION RATE
President /C00 ............................ ............................... ...........................
$210
Senior Vice President or Department Director ..... ...............................
$130
Vice President, Senior Project Manager or Program Manager ............
$100
ProjectManager ................................................... ...............................
$105
Development Specialist ........................................... ............................... $55
Senior Landscape Architect .................................... ............................... $80
LandscapeArchitect III ........................................... ............................... $60
LandscapeArchitect I ............................................. ...............................
$46
SeniorPlanner ......................................................... ...............................
$90
PlannerIII ............................................................... ...............................
$70
$50
PlannerI .................................................................. ...............................
80
GIS Specialist
$55
GISTechnician ........................................................ ...............................
Principal Environmental Specialist (general consultation) ..................
$200
Environmental Specialist I ...................................... ...............................
$60
EnvironmentalSpecialist II ..................................... ...............................
$85
EnvironmentalTech ................................................ ...............................
$55
ConstructionManager / Admin. ............................... ...............................
$95
Senior Administrative Support / Accounting .......... ...............................
$65
Administrative Support / Accounting I ................... ...............................
$40
CONSULTANTS' FEES.
Whenever compensation to the Professional is stated to include charges of the Professional
consultants, those charges shall be the amounts billed by Professional's consultants to the Professional
times a Factor of (1.10). The consultant charges shall not exceed the following amounts specified for
each of the following services, unless approved in writing by the City. The charges include the factor, and
shall not exceed the following without prior written consent of the City:
DesinAm
Structural Engineering and Gectechnical ................... ............................... .....................$12,000.00
Electrical Engineering ................................................. ............................... ......................$1,600.00
TopographicSurvey .......... » ......................................... ............................... ......................$1,500.00
LandscapeIrrigation .................................................... ............................... ......................$1,600.00
Construction Phase
Structural Engineering and Geotechnical .................... ............................... ......................$1,500.00
Electrical Engineering ................................................. ............................... ......................$1,200.00
ADDITIONAL SERVICES
Professional will perform additional services, if any, at a price agreed upon by the parties in
writing prior to the performance of such services. The City shall not be responsible or liable for any
additional services performed by the Professional unless such additional services have been approved in
writing prior to the performance of the same.
EXHIBIT B
Reimbursable Expenses
Reimbursable expenses shall include costs for incidental items such as parking, mileage, deliveries,
and outside printing and copying charges. Such expenses will be invoiced to the City as indicated
herlow. Reimbursable expenses will not exceed SIX THOUSAND AND N01100 DOLLARS
($6,000.00).
SubcontractedWork ......... ............................... .......................... Cost + 10%
LocalTravel ......... ............................... ............................IRS Standard Rate
OtherTravel ............................................................ ............................... Cost
Non-Labor Expenses ........ ............................... .......................... Cost+ 10%
OPSReceiver .............................. ............................... $125 1day (minimum)
In house paper copies (Black & White) ................. .....................$0.10 /page
In house paper copies (Color) . ............................... .....................$0.50 /page
OtherExpenses ............................................ ............................... Cost + 100/0
All travel expenses must be approved in writing before the same are incurred in order for the City to
be liable for the same.
EXHIBIT C
SCHEDULE OF WORK
The work shall be completed in accordance with the following chart:
500/6 Construction Documents
42 Calendar Da s from Date of Notice to Proceed
100% Construction Documents
28 Calendar Days from Receipt of the City's comments to the
50% Construction Documents
Bidding Services
Biddiny, Services Throughout the Bidding of the Project
Constmetion Sehices
Construction Services
Throughout Construction until Acceptance by the City of the
Project's Construction
EXHIBIT D
SCOPE OF WORK
A. Generally:
The Professional shall provide professional services associated with the design and construction of the
Baytown Gateway ProjecL The Project shall be part of the San Jacinto Texas Historic District
Gateway program at the I -10 and Highway 330 interchange. The Project will have one vertical steel tower,
a masonry base and concrete planter pedestal. In addition to the tower structure, landscape planting and
irrigation will also be provided as part of the Project.
B. Basle Services:
Professional shall provide the following scope of services:
L Consult with City to define and clarify City's requirements for the Project;
b. Provide field verification and documentation of existing site conditions;
C. Attend meetings with City and City's designated boards and/or commissions to receive
input;
d. Based upon digital CAD survey files (AutoCAD) and the approved schematic design
concept, develop a base file to be used during the construction document phase;
e. Identify, consult with, and analyze requirements of any governmental authorities having
jurisdiction to approve the portions of the Work designed or specified by Professional,
including attending meetings with TxDOT regarding the Work and the Construction
Documents;
E Develop the approved schematic design drawings into complete construction drawings.
All construction documents will be provided on full -sized drawing sheets (22" X 34" or
larger). Deliverables at SO% and 100% level of completion will include the following:
(l) Geotechnical Report and Soil Analysis
(2) Topographic Survey
(3) Site plan — layout and dimensioning
(4) Site grading
(5) Landscape planting and irrigation
(ti) Gateway tower elevations, material selections and layout
(7) Gateway tower construction details
(8) Electrical lighting layout and fixture selection
(9) Structural construction details
(10) Technical Specifications— CSI Format
(11) Estimated Cost of Construction;
g. Furnish two review copies of the 50% Construction Documents to the City and review it
with the City within forty -two (42) calendar days from the date of the notice to proceed;
and
h. Revise the Construction Documents in response to the City's and other parties' comments,
as appropriate, and furnish one (1) Poll -sized bond copy of 100% Construction Documents
and fifteen (15) digital copies of the same to the City within twenty -eight (28) calendar
days from receipt of the City's comments to the 50% Construction Documents.
Professional's design phase services will be considered complete on the date when the final copies
of the Contract Documents have been delivered to and accepted by the City.
2. id13 Phase
After acceptance by the City of the Construction Documents and the most recent opinion of probable
Construction Cost as determined in the Design Phase, and upon written authorization by the City to
proceed, the Professional shall:
s. Assist the City in advertising for and obtaining bids for the Work.
b. Answer questions and issue Addenda as appropriate to clarify, correct, or change the
Contract Documents.
c. Consult with the City as to the acceptability of subcontractors, suppliers, and other
individuals and entities proposed by Contractor for those portions of the Work.
d. Perform or provide the following additional Bidding or Negotiating Phase tasks or
deliverables:
(1) Provide bid tabulation and letter of recommendation for award of construction
contract.
(2) Attend the Council meeting for award of the contract for the Project if requested by
the City.
e. Attend the Mandatory Pre-Bid Conference and the Bid opening, prepare Bid tabulation
sheets, assemble contract documents, assist the City in both evaluating Bids or proposals
and awarding contracts for the Work.
E Assist in connection with Bid protests, rebidding, or re- negotiating contracts for
construction, materials, equipment, or services.
The Bidding Phase will be considered complete upon commencement of the Construction Phase.
3. Construction Phase
Upon successful completion of the Bidding Phase, and upon written authorization from the City, the
Professional shall:
a. Consult with the City and act as the City's representative as provided in the Contract
Documents.
b. Participate in a Pre - Construction Conference prior to commencement of Work.
C. As appropriate, establish control and temporary benchmarks for locating the Work which
in the Professional's judgment are necessary to enable Contractor to proceed.
d. Make visits to the Site at intervals appropriate to the various stages of construction,
appropriate to verify Contractor's payment requests, and as the Professional and/or the
City deems necessary, in order to observe as an experienced and qualified design
professional the progress and quality of the Work to provide for the City a greater degree
of confidence that the completed Work will conform with the Contract Documents.
e. Recommend to the City that Contractor's work be disapproved and rejected while it is in
progress if, on the basis of such observations, the Professional believes that such work will
not produce a completed Project that conforms to the Contract Documents or that it will
prejudice the integrity of the design concept of the completed Project as a functioning
whole as indicated in the Contract Documents.
L 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 from the Contract Documents.
g. Recommend Change Orders and Work Change Directives to the City, as appropriate, and
prepare Change Orders and Work Change Directives as required.
h. Review and approve or take other appropriate action in respect to product submittals
for completeness and accuracy of specified material provided by contractor
I. Evaluate and determine the acceptability of substitute or "or- equal" materials proposed by
Contractor and or distribute the some to appropriate subconsultants for clarification and
tracking.
j. Manage subconsultant observation visits and report on findings
k. Render formal written decisions on all claims of the City 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.
I. Based on the Professional's observations as an experienced and qualified design
professional and on review of applications for payment and accompanying supporting
documentation, determine the amounts that the Professional recommends Contractor be
paid. Such recommendations of payment will be in writing and will constitute the
Professional's representation to the City, based on such observations and review, that, to
the best of the Professional's knowledge, Information and belief, Contractor's work has
progressed to the point indicated, the quality of such work is in accordance with the
Contract Documents (subject to an evaluation of the Work as a functioning whole prior to
or upon Completion, to the results of any subsequent tests called for 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 the Professional's responsibility to observe Contractor's work. In
the case of unit price work, the Professional's recommendations of payment will include
final determinations of quantities and classifications of Contractor's work (subject to any
subsequent adjustments allowed by the Contract Documents).
m. Receive and submit to the City all of the contractor's completion documents necessary for
final approval and acceptance of the Work, including certificates of inspection, tests and
approvals, shop drawings and as -built drawings (1 bond copy and I mylar copy).
n. Conduct final and any substantial completion inspections to determine if the completed
Work of Contractor is acceptable so that the Professional may recommend, in writing, final
payment to Contractor.
C. Additional Services:
The City shall not be responsible or liable for any additional services performed by the Professional unless
such additional services have been approved in writing prior to the performance of the same. Professional
will perform additional services at a price agreed upon by the parties in writing prior to the performance of
such services based upon the rate schedule indicated in Exhibit "A"
0 0
AGREEMENT FOR PROFESSIONAL SERVICES
STATE OF TEXAS
COUNTY OF HARRIS
This Agreement (this "Agreement") entered into by and between Knudson, LP (hereinafter the
Professional") and the City of Baytown, a home-rule municipality located in Harris and
Chambers Counties,Texas (the "City").
1. Scope of Services/Professional Fees
This Agreement authorizes Professional to perform landscape architectural design
services for the Baytown Gateway Project (the "Work") for and on behalf of the City for a total
cost not to exceed FORTY-SIX THOUSAND FIVE HUNDRED AND NO/100 DOLLARS
46,500.00). The compensation for Professional shall be on the basis described in Exhibit "A,"
with reimbursement of costs on the basis described in Exhibit "B." The time schedules for the
Work are attached as Exhibit "C." The scope of the work and projection of costs of the
construction project is as denoted in Exhibit "D." Each of these Exhibits "A" through "D" is
incorporated into this Agreement by reference for all purposes.
2. Progress Reports
Professional shall provide written progress reports to the City regarding the Work and oral
reports as requested. Such progress report shall identify the projected time and cost required by
the Professional to complete the remaining phases of the Work required under this Agreement.
3. Personnel of the Professional
a.Professional's Project Manager
Professional shall designate Chris McBride to serve as Project Manager for the
Work performed under this Agreement. Any change of Project Manager shall
require thirty days'advance written approval from the City's Representative.
b.Licensed and Registered Architects
Professional shall keep a full-time registered landscape architect licensed in the
state of Texas on staff and assigned to the Work for the duration of its
performance of the Work.
C.Data on Professional's Employees
Prior to commencement of the Work, Professional shall forward to the City a
detailed resume of the personnel that will be assigned to the Work. Such
personnel may include,but not be limited to,architects, engineers, and surveyors.
d.Rejection of Professional's Employees
The City reserves the right to approve or reject from the Work any employees or
subconsultants of the Professional.
Agreement for Professional Services,Page 1
4. Designation and Duties of the City's Representative
a. The City's Director of Engineering or his designee shall act as the City's
Representative.
b. The City's Representative shall use his best efforts to provide nonconfidential City
records for Professional's usage on the Work and to provide access to City's
property and easements. However, the City does not guarantee the accuracy or
correctness of the documents so provided. Nothing contained herein shall be
construed to require the City 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 City.
5. Standards of Performance
a. The Professional shall perform all services under this Agreement with the care and
skill ordinarily used by members of Professional's profession practicing under the
same or similar circumstances, time and locality.
Professional shall be responsible for the technical accuracy of its services and
documents resulting therefrom, and the City shall not be responsible for discovering
deficiencies therein. Professional shall correct such deficiencies without additional
compensation.
b. Codes and Standards
1) All references to codes, standards, environmental regulations and/or
material specifications shall be to the latest revision, including all effective
supplements or addenda thereto, as of the date that the order for any
necessary equipment is made by the City or that the construction specified
is bid by the City.
2) If any such equipment is specially manufactured, it shall be identified to
the City, and the Contractor and the Seller shall present sufficient data to
the City to support the design and the suitability of the equipment.
3) All materials furnished on any City project shall be in accordance with
ASTM, ACI, TxDOT, and AASHTO specifications, and with other
recognized standards. Proprietary material or other materials for which no
generally recognized standards exist may be used provided there has been
at least five years of proven experience in the field, and such satisfactory
documentation has been approved by the City's Representative.
Agreement for Professional Services,Page 2
4) The Work shall be designed and furnished in accordance with the most
current applicable codes and/or standards adopted by city, state, or federal
government or in general custom and usage by the profession.
5) The codes and standards used in the profession set forth minimum
requirements. These may be exceeded by the Contractor or the Professional
if superior methods are available for successful operation of equipment
and/or for the construction project on which the Work is performed. Any
alternative codes or regulations used shall have requirements that are
equivalent or better than those in the above listed codes and regulations.
The Professional shall state the alternative codes and regulations used.
6) Professional agrees the services it provides as an experienced and qualified
architect will reflect the professional standards, procedures and
performances common in the industry for this project. Professional further
agrees that any analysis, reports, preparation of drawings, the designation
or selection of materials and equipment, the selection and supervision of
personnel and the performance of other services under this contract will be
pursuant to the standard of performance common in the profession.
7) All plans shall be prepared under the direct supervision of and sealed by
the professionals qualified to perform such services and authorized
according to the applicable laws and regulations to do so.
8) Professional shall promptly correct any defective analysis caused by
Professional at no cost to City. The City's approval, acceptance, use of or
payment for all or any part of Professional's services hereunder or of the
Work itself shall in no way alter Professional's obligations or the City's
rights under this Agreement. As applicable, Professional shall provide the
City with record "as-built" drawings relating to the work, in an electronic
format that is acceptable to the City. City shall be in receipt of-record
drawings, if applicable,prior to final payment.
6. Schedule
Professional shall not proceed with the Work or any stage thereof until written notice to proceed
is provided by the City's Representative.
7. Instruments of Service
Upon execution of this Agreement, Professional grants to the City an ownership interest in the
Instruments of Service. Professional shall obtain similar interests from the Professional's
consultants consistent with this Agreement. Professional shall be required to tender to City all
Instruments of Service. With such ownership interest, it is expressly understood by the parties
hereto that the City may use the Instruments of Service for any purposes which the City sees fit,
including, but not limited to, subsequent construction, reconstruction, alteration, and/or repairs of
the Project. Provided that this Agreement is not terminated for cause by the City, the City shall
Aereement for Professional Services,Page 3
0
release any and all claims which the City could make arising out of or in connection with any reuse
of the documents by the City.
8. Insurance
Professional shall procure and maintain at its sole cost and expense for the duration of the
Agreement, insurance against claims for injuries to person or damages to property which may
arise from or in connection with the performance of the Work hereunder by Professional, its
agents,representatives,volunteers, employees or subconsultants.
a.Professional's insurance coverage shall be primary insurance with respect to the
City, its officials, employees and agents. Any insurance or self-insurance
maintained by the City, its officials, employees or agents shall be considered in
excess of Professional's insurance and shall not contribute to it. Further,
Professional shall include all subconsultants, agents and assigns as additional
insureds under its policy or shall furnish separate certificates and endorsements for
each such person or entity. All coverages for subconsultants and assigns shall be
subject to all of the requirements stated herein.
The following is a list of standard insurance policies along with their respective
minimum coverage amounts required in this Agreement:
1.Commercial General Liability
General Aggregate: $1,000,000
Products& Completed Operations Aggregate: $1,000,000
Personal &Advertising Injury: $1,000,000
Per Occurrence: $500,000
Fire Damage$50,000
Coverage shall be at least as broad as ISO CG 00 01 10 93
No coverage shall be deleted from standard policy without
notification of individual exclusions being attached for review and
acceptance.
2.Business Automobile Policy
Combined Single Limits: $500,000
Coverage for"Any Auto"
3.Errors and Omissions
Limit: $500,000 per claim/aggregate
For all architects, engineers, and/or design companies
Claims-made form is acceptable
Coverage will be in force for one (1) year after construction of the
Project is completed.
4.Workers' Compensation
Statutory Limits
Employer's Liability $500,000
Agreement for Professional Services.Page 4
Waiver of Subrogation required.
b. The following shall be applicable to all policies of insurance required herein.
1. Insurance carrier for all liability policies must have an A.M. Best Rating
of B+:VIII or better.
2. Only insurance carriers licensed and admitted to do business in the State
of Texas will be accepted.
3. Liability policies must be on occurrence form. Errors and Omissions can
be on claims-made form.
4. Each insurance policy shall be endorsed to state that coverage shall not be
suspended, voided, canceled or reduced in coverage or in limits except
after prior written notice by certified mail, return receipt requested, has
been given to the City.
5. The City, its officers, agents and employees are to be added as Additional
Insureds to all liability policies, with the exception of the Errors and
Omissions Policy required herein.
6. Upon request and without cost to the City, certified copies of all insurance
polices and/or certificates of insurance shall be furnished to the City.
7. Upon request and without cost to the City, loss runs (claims listing) of any
and/or all insurance coverages shall be furnished to the City.
8. All insurance required herein shall be secured and maintained in a
company or companies satisfactory to the City, and shall be carried in the
name of Professional. Professional shall provide copies of insurance
policies required hereunder to the City on or before the effective date of
this Agreement.
9. Indemnification and Release
PROFESSIONAL AGREES TO AND SHALL INDEMNIFY AND HOLD
HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, AND
EMPLOYEES (HEREINAFTER REFERRED TO AS THE "CITY") FROM AND
AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, CAUSES OF
ACTION, SUITS AND LIABILITY OF EVERY KIND, INCLUDING ALL
EXPENSES OF LITIGATION, COURT COSTS, AND ATTORNEY'S FEES,
FOR INJURY TO OR DEATH OF ANY PERSON, FOR DAMAGE TO ANY
PROPERTY, OR FOR ANY BREACH OF CONTRACT,ARISING OUT OF, OR
IN CONNECTION WITH THE WORK DONE BY PROFESSIONAL UNDER
Aereement for Professional Services,Page 5
THIS CONTRACT CAUSED BY THE SOLE OR JOINT NEGLIGENCE OF
PROFESSIONAL. IT IS THE EXPRESSED INTENTION OF THE PARTIES
HERETO, BOTH PROFESSIONAL AND THE CITY, THAT THE INDEMNITY
PROVIDED FOR IN THIS PARAGRAPH IS INDEMNITY BY PROFESSIONAL
TO INDEMNIFY AND PROTECT THE CITY FROM THE CONSEQUENCES
OF PROFESSIONAL'S OWN NEGLIGENCE, WHETHER THAT
NEGLIGENCE IS THE SOLE OR A CONCURRING CAUSE OF THE
RESULTING INJURY, DEATH OR DAMAGE. SUCH INDEMNITY SHALL
NOT APPLY, HOWEVER, TO LIABILITY ARISING FROM THE PERSONAL
INJURY, DEATH, OR PROPERTY DAMAGE OF PERSONS THAT IS CAUSED
BY OR RESULTS FROM THE NEGLIGENCE OF THE CITY. IN THE EVENT
THAT ANY ACTION OR PROCEEDING IS BROUGHT AGAINST THE CITY
FROM WHICH THE CITY IS INDEMNIFIED, PROFESSIONAL FURTHER
AGREES AND COVENANTS TO DEFEND THE ACTION OR PROCEEDING
BY LEGAL COUNSEL ACCEPTABLE TO THE CITY. THE INDEMNITY
PROVIDED FOR IN THIS ARTICLE IX SHALL SURVIVE THE
TERMINATION OR EXPIRATION OF THIS AGREEMENT.
By this Agreement, the City does not consent to litigation or suit, and the City
hereby expressly revokes any consent to litigation that it may have granted by the
terms of this Contract or any other contract or agreement, any charter, or
applicable state law. Nothing herein shall be construed so as to limit or waive the
City's sovereign immunity. Professional assumes full responsibility for its work
performed hereunder and hereby releases, relinquishes and discharges the City, its
officers, agents, and employees from all claims, demands, and causes of action of
every kind and character, including the cost of defense thereof, for any injury to or
death of any person (whether they be either of the parties hereto, their employees,
or other third parties) and any loss of or damage to property (whether the property
be that of either of the parties hereto, their employees, or other third parties) that is
caused by or alleged to be caused by, arising out of, or in connection with
Professional's work to be performed hereunder. This release shall apply with
respect to Professional's work regardless of whether said claims, demands, and
causes of action are covered in whole or in part by insurance.
10. Subcontractors and Subconsultants
Professional shall receive written approval of the City's Representative prior to the use of any
subcontractors or subconsultants. A copy of all proposed contracts with subconsultants and/or
subcontractors shall be given to the City before execution of such contracts along with a
qualifications statement and resume of such subcontractors proposed to be assigned to the
Project.
11. Termination of Professional
The City, besides all other rights or remedies it may have, shall have the right to terminate this
Agreement without cause upon ten (10) days' written notice from the City Manager to
Professional of the City's election to do so. Furthermore, the City may immediately and without
Agreement for Professional Services,Page 6
notice terminate this Agreement if Professional breaches this Agreement. A breach of this
Agreement shall include, but not be limited to,the following:
a) failing to pay insurance premiums, liens, claims or other charges;
b) failing to pay any payments due the city, state, or federal government from
Professional or its principals, including, but not limited to, any taxes,fees,
assessments, liens, or any payments identified in this Agreement;
c) the institution of voluntary or involuntary bankruptcy proceeding against
Professional;
d) the dissolution of Professional;
e) refusing or failing to prosecute the Work or any separable part, with the
diligence that will ensure its completion within the time specified in this
Agreement;
f) failing to complete work wthin the time period specified in this
Agreement; and/or
g) the violation of any provision of this Agreement.
Upon delivery of any notice of termination required herein, Professional shall discontinue all
services in connection with the performance of the Agreement. Within ten(10)days after receipt
of the notice of termination, Professional shall submit a final statement showing in detail the
services satisfactorily performed and accepted and all other appropriate documentation required
herein for payment of services. At the same time that the final statement is tendered to the City,
Professional shall also tender all of Professional's work product, whether complete or not, in an
acceptable form and format to the City's Representative. No final payment will be made until all
work product is so tendered.
If this Agreement is terminated for cause, Professional shall be liable for any damage to the City
resulting therefrom. This liability includes any increased costs incurred by the City in
completing Professional's work. The rights and remedies of the City in this section are in
addition to any other rights and remedies provided by law or under this Agreement.
12. Records
Within ten days of the City's request and at no cost to the City, the City will be entitled to review
and receive a copy of all documents that indicate work on the project that is the subject of this
Agreement.
13. Supervision of Professional
Professional is an independent contractor and the City neither reserves nor possesses any right to
control the details of the Work performed by Professional under the terms of this Agreement.
14. Billing
The Professional shall invoice the City not more than once a month. The City shall have thirty
30) days to pay Professional's bills from the date of receipt of such bills. All bills must identify
with specificity the work or services performed and the date(s) of such work or services. In the
event of a disputed or contested invoice, the parties understand and agree that the City may
withhold the portion so contested, but the undisputed portion will be paid.
Aereement for Professional Services,Page 7
15. Indebtedness.
If Professional, at any time during the term 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 City's Director of Finance in writing. If the City's Director of Finance becomes aware
that the Professional has incurred a debt, the City's Director of Finance shall immediately notify
the Professional in writing. If the Professional does not pay the debt within 30 days of either
such notification,the City's Director of Finance may deduct funds in an amount equal to the debt
from any payments owed to the Professional under this Agreement, and the Professional waives
any recourse therefor.
16. Reputation in the Community
Professional shall retain a high reputation in the community for providing professional
architectural services. Professional shall forward a copy of any current petition or complaint in
any court of law which (a) asserts a claim for $50,000 or more for errors or omissions in
providing professional services and/or (b) seeks to deny the Professional the right to practice
professional services or to perform any other services in the state of Texas.
17. Payroll and Basic Records
a.Professional shall maintain payrolls and basic payroll records during the course of
the work performed under this Agreement and shall preserve them for a period of
three years from the completion of the work called for under this Agreement for
all personnel working on such work. Such records shall contain the name and
address of each such employee, social security number, correct classification,
hourly rates of wages paid, daily and weekly number of hours worked, deductions
made and actual wages paid.
b. Professional shall make the records required to be maintained under the preceding
subsection (a) of this section available at no cost to the City for inspection,
copying or transcription or its authorized representatives within fifteen days of the
City's request therefor. Professional shall permit such representatives to interview
Professional's employees during working hours on the job.
18. Governing Law
This Agreement has been made under and shall be governed by the laws of the state of Texas.
The parties fiuther agree that performance and all matters related thereto shall be in Harris
County,Texas.
19. Notices
Unless otherwise provided in this Agreement, any notice provided for or permitted to be given
must be in writing and delivered in person or by depositing same in the United States mail,
postpaid and registered or certified, and addressed to the party to be notified, with return receipt
requested, or by delivering the same to an officer of such party. Notice deposited in the mail as
described above shall be conclusively deemed to be effective, unless otherwise stated in this
Agreement, from and after the expiration of three (3)days after it is so deposited.
Asreement for Professional Services, Page 8
9
For the purpose of notice,the addresses of the parties shall be as follows unless properly changed
as provided for herein below:
For the City:
CITY OF BAYTOWN
Attn: City Manager
P. O. Box 424
Baytown,Texas 77522-0424
FAX: 281-420-6586
For the Professional:
KNUDSON, LP
8588 Katy Fwy., Ste. 441
Houston, TX 77024
FAX: T13 .Lib3 . So t 1
Each party shall have the right from time to time at any time to change its respective
address and each shall have the right to specify a new address, provided that at least fifteen (15)
days'written notice is given of such new address to the other party.
20. No Third Party Beneficiary
This Agreement shall not bestow any rights upon any third party, but rather, shall bind and
benefit Professional and the City only.
21. No Right to Arbitration
Notwithstanding anything to the contrary contained in this Agreement, the City and Professional
hereby agree that no claim or dispute between the City and Professional arising out of or relating
to this Agreement shall be decided by any arbitration proceeding including, without limitation,
any proceeding under the Federal Arbitration Act (9 U.S.C. Sections 1-14), or any applicable
State arbitration statute, including, but not limited to, the Texas General Arbitration Act,
provided that in the event that the City is subjected to an arbitration proceeding notwithstanding
this provision, Professional consents to be joined in the arbitration proceeding if Professional's
presence is required or requested by the City of complete relief to be recorded in the arbitration
proceeding.
22. Waiver
No waiver by either party to this Agreement of any term or condition of this Agreement shall be
deemed or construed to be a waiver of any other term or condition or subsequent waiver of the
same term or condition.
23. Complete Agreement
This Agreement represents the entire and integrated agreement between the City and
Professional in regard to the subject matter hereof and supersedes all prior negotiations,
representations or agreements, either whether written or oral, on the subject matter hereof. This
Agreement for Professional Services,Page 9
a
Agreement may only be amended by written instrument approved and executed by both of the
parties. The City and Professional accept and agree to these terms.
24. No Assignment
Professional may not sell or assign all or part interest in this Agreement to another party or
parties without the prior express written approval of the City Manager of such sale or
assignment. The City may require any records or financial statements necessary in its opinion to
ensure such sale or assignment will be in the best interest of the City.
25. Headings
The headings used in this Agreement are for general reference only and do not have special
significance.
26. Severability
All parties agree that should any provision of this Agreement be determined to be invalid or
unenforceable, such determination shall not affect any other term of this Agreement, which shall
continue in full force and effect.
27. Ambiguities
In the event of any ambiguity in any of the terms of this Agreement, it shall not be construed for
or against any party hereto on the basis that such party did or did not author the same.
28. Authority
The officers executing this Agreement on behalf of the parties hereby represent that such officers
have full authority to execute this Agreement and to bind the party he/she represents.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiple
copies, each of which shall be dee ed to be ri inal, but all of which shall constitute but one
and the same Agreement on the Fay of 2011, the date of execution by the
City Manager of the City of Baytown.
KNUDSON,LP, a Texas Limited Partnership
By: K&A MANAGEMENT, LLC, its General
Partner
l G,
Si ture) 17
6 z D a.
Printed Name)
j1L,e &5idml
Title)
Ageement for Professional Services, Page 10
CITY OF BAYTOWN
OBERT b. LEIPER, City Manager
DE VF i i
Ill
tiATTPG40'''.
TIP
CAI
APPROVED AS TO FORM:
ACIO RAMIREZ, SR., City tt mey
STATE OF TEXAS
COUNTY OF HARRIS
Before me on this day personally appeared A- in
his/her capacity as 1 rW5 of K&A M agement, LLC, the General
Partner of Knudson, LP, In ., on behalf of such limited partnership,
ownto me;
proved to me on the oath of or
proved to me through his/her current
description of identification card or other document issued by the federal
government or any state government that contains the photograph and signature of
the acknowledging person)
check one)
to be the person whose name is subscribed to the foregoing instrument and acknowledged to me
that he/she executed the same for the purposes and consideration therein expressed.
SUBSCRIBED AND SWORN before me this 1 0 day of "rL4Lts 2011.
DEBBIE DOOLEYt_
NotaryMy Commissio'Expirese
ol xas
n
DEC.27,2oia Notary Public in and for the State Texas
R.\Karen\Files\Engineering\Amhited AgreementAKnadcoMiGateway Projec&Agreement.doc
Aueement for Professional Services,Page 11
EXHIBIT A
COMPENSATION
PROFESSIONAL'S COMPENSATION
Design Services required under this Agreement shall not exceed TWENTY-ONE THOUSAND
ONE HUNDRED AND NO/100 DOLLARS ($21,100.00). Such amount does not include the
Professional's Consultant's charges which are detailed below. The Professional's compensation shall be
paid on a time and materials basis in accordance with the rate schedule herein below and based upon the
following for each phase of the services provided:
DesignPhase.....................................................................................$11,300
BiddingPhase ....................................................................................$4,500
Construction Phase.............................................................................$5,300
RATESCHEDULE
HOURLY
LABOR BY STAFF CLASSIFICATION RATE
President/COO......................................................................................$210
Senior Vice President or Department Director .................................... $130
Vice President, Senior Project Manager or Program Manager ............$100
Project Manager ...................................................................................$105
Development Specialist ..........................................................................$55
Senior Landscape Architect ...................................................................$80
Landscape Architect III .......................................................................... $60
Landscape Architect I ............................................................................$46
SeniorPlanner ........................................................................................$90
PlannerIII ..............................................................................................$70
PlannerI .................................................................................................$50
GISSpecialist .........................................................................................$80
GISTechnician .......................................................................................$55
Principal Environmental Specialist(general consultation) ..................$200
Environmental Specialist I .....................................................................$60
Environmental Specialist II ....................................................................$85
Environmental Tech ...............................................................................$55
Construction Manager/Admin ..............................................................$95
Senior Administrative Support/Accounting ............................ 65
Administrative Support/Accounting I ..................................................$40
CONSULTANTS' FEES.
Whenever compensation to the Professional is stated to include charges of the Professional
consultants, those charges shall be the amounts billed by Professional's consultants to the Professional
times a Factor of(1.10). The consultant charges shall not exceed the following amounts specified for
each of the following services, unless approved in writing by the City. The charges include the factor, and
shall not exceed the following without prior written consent of the City:
Design Phase
Structural Engineering and Geotechnical.......................................................................$12,000.00
Electrical Engineering .....................................................................................................$1,600.00
TopographicSurvey..........................................................................................................$1,500.00
LandscapeIrrigation.........................................................................................................$1,600.00
Construction Phase
Structural Engineering and Geotechnical.........................................................................$1,500.00
Electrical Engineering......................................................................................................$1,200.00
ADDITIONAL SERVICES
Professional will perform additional services, if any, at a price agreed upon by the parties in
writing prior to the performance of such services. The City shall not be responsible or liable for any
additional services performed by the Professional unless such additional services have been approved in
writing prior to the performance of the same.
EXHIBIT B
Reimbursable Expenses
Reimbursable expenses shall include costs for incidental items such as parking, mileage, deliveries,
and outside printing and copying charges. Such expenses will be invoiced to the City as indicated
hereinbelow. Reimbursable expenses will not exceed SIX THOUSAND AND NO/100 DOLLARS
6,000.00).
Subcontracted Work .................................................................. Cost+ 10%
Local Travel ....................................................................IRS Standard Rate
OtherTravel...........................................................................................Cost
Non-Labor Expenses ................................................................. Cost+ 10%
GPS Receiver .............................................................$125/day (minimum)
In house paper copies(Black& White) ......................................$0.10/page
In house paper copies (Color) .....................................................$0.50/page
Other Expenses........................................................................... Cost+ 10%
All travel expenses must be approved in writing before the same are incurred in order for the City to
be liable for the same.
EXHIBIT C
SCHEDULE OF WORK
The work shall be completed in accordance with the following chart:
De"si Services
50%Construction Documents 42 Calendar Days from Date of Notice to Proceed
100%Construction Documents 28 Calendar Days from Receipt of the City's comments to the
50%Construction Documents
Bidding Services
Bidding Services Throughout the Bidding of the Project
Construction Services
Construction Services Throughout Construction until Acceptance by the City of the
Projects Construction
EXHIBIT D
SCOPE OF WORK
A. Generally:
The Professional shall provide professional services associated with the design and construction of the
Baytown Gateway Project. The Project shall be part of the San Jacinto Texas Historic District
Gateway program at the I-10 and Highway 330 interchange. The Project will have one vertical steel tower,
a masonry base and concrete planter pedestal. In addition to the tower structure, landscape planting and
irrigation will also be provided as part of the Project.
B. Basic Services:
1.Design Phase
Professional shall provide the following scope of services:
a.Consult with City to define and clarify City's requirements for the Project;
b.Provide field verification and documentation of existing site conditions;
C.Attend meetings with City and City's designated boards and/or commissions to receive
input;
d.Based upon digital CAD survey files (AutoCAD) and the approved schematic design
concept,develop a base file to be used during the construction document phase;
e.Identify, consult with, and analyze requirements of any governmental authorities having
jurisdiction to approve the portions of the Work designed or specified by Professional,
including attending meetings with TxDOT regarding the Work and the Construction
Documents;
f.Develop the approved schematic design drawings into complete construction drawings.
All construction documents will be provided on full-sized drawing sheets(22"X 34" or
larger). Deliverables at 50%and 100%level of completion will include the following:
1) Geotechnical Report and Soil Analysis
2) Topographic Survey
3) Site plan—layout and dimensioning
4) Site grading
5) Landscape planting and irrigation
6) Gateway tower elevations,material selections and layout
7) Gateway tower construction details
8) Electrical lighting layout and fixture selection
9) Structural construction details
10) Technical Specifications—CSI Format
11) Estimated Cost of Construction;
g.Furnish two review copies of the 50% Construction Documents to the City and review it
with the City within forty-two (42) calendar days from the date of the notice to proceed;
and
h.Revise the Construction Documents in response to the City's and other parties' comments,
as appropriate, and furnish one(1) full-sized bond copy of 100% Construction Documents
0 0
and fifteen(15)digital copies of the same to the City within twenty-eight (28) calendar
days from receipt of the City's comments to the 50%Construction Documents.
Professional's design phase services will be considered complete on the date when the final copies
of the Contract Documents have been delivered to and accepted by the City.
2.Bid Phase
After acceptance by the City of the Construction Documents and the most recent opinion of probable
Construction Cost as determined in the Design Phase, and upon written authorization by the City to
proceed,the Professional shall:
a.Assist the City in advertising for and obtaining bids for the Work.
b.Answer questions and issue Addenda as appropriate to clarify, correct, or change the
Contract Documents.
C.Consult with the City as to the acceptability of subcontractors, suppliers, and other
individuals and entities proposed by Contractor for those portions of the Work.
d.Perform or provide the following additional Bidding or Negotiating Phase tasks or
deliverables:
1) Provide bid tabulation and letter of recommendation for award of construction
contract.
2) Attend the Council meeting for award of the contract for the Project if requested by
the City.
e.Attend the Mandatory Pre-Bid Conference and the Bid opening, prepare Bid tabulation
sheets, assemble contract documents, assist the City in both evaluating Bids or proposals
and awarding contracts for the Work.
f.Assist in connection with Bid protests, rebidding, or re-negotiating contracts for
construction,materials,equipment,or services.
The Bidding Phase will be considered complete upon commencement of the Construction Phase.
3.Construction Phase
Upon successful completion of the Bidding Phase,and upon written authorization from the City,the
Professional shall:
a.Consult with the City and act as the City's representative as provided in the Contract
Documents.
b.Participate in a Pre-Construction Conference prior to commencement of Work.
C.As appropriate, establish control and temporary benchmarks for locating the Work which
in the Professional's judgment are necessary to enable Contractor to proceed.
d.Make visits to the Site at intervals appropriate to the various stages of construction,
appropriate to verify Contractor's payment requests, and as the Professional and/or the
City deems necessary, in order to observe as an experienced and qualified design
professional the progress and quality of the Work to provide for the City a greater degree
of confidence that the completed Work will conform with the Contract Documents.
e.Recommend to the City that Contractor's work be disapproved and rejected while it is in
progress if, on the basis of such observations,the Professional believes that such work will
not produce a completed Project that conforms to the Contract Documents or that it will
prejudice the integrity of the design concept of the completed Project as a functioning
whole as indicated in the Contract Documents.
f.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 from the Contract Documents.
g. Recommend Change Orders and Work Change Directives to the City, as appropriate, and
prepare Change Orders and Work Change Directives as required.
h.Review and approve or take other appropriate action in respect to product submittals
for completeness and accuracy of specified material provided by contractor
i.Evaluate and determine the acceptability of substitute or"or-equal" materials proposed by
Contractor and or distribute the same to appropriate subconsultants for clarification and
tracking.
j.Manage subconsultant observation visits and report on findings
k.Render formal written decisions on all claims of the City 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.
1.Based on the Professional's observations as an experienced and qualified design
professional and on review of applications for payment and accompanying supporting
documentation, determine the amounts that the Professional recommends Contractor be
paid. Such recommendations of payment will be in writing and will constitute the
Professional's representation to the City, based on such observations and review, that, to
the best of the Professional's knowledge, information and belief, Contractor's work has
progressed to the point indicated, the quality of such work is in accordance with the
Contract Documents (subject to an evaluation of the Work as a functioning whole prior to
or upon Completion, to the results of any subsequent tests called for 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 the Professional's responsibility to observe Contractor's work. In
the case of unit price work, the Professional's recommendations of payment will include
final determinations of quantities and classifications of Contractor's work (subject to any
subsequent adjustments allowed by the Contract Documents).
M. Receive and submit to the City all of the contractor's completion documents necessary for
final approval and acceptance of the Work, including certificates of inspection, tests and
approvals, shop drawings and as-built drawings(1 bond copy and 1 mylar copy).
n.Conduct final and any substantial completion inspections to determine if the completed
Work of Contractor is acceptable so that the Professional may recommend, in writing, final
payment to Contractor.
C. Additional Services:
The City shall not be responsible or liable for any additional services performed by the Professional unless
such additional services have been approved in writing prior to the performance of the same. Professional
will perform additional services at a price agreed upon by the parties in writing prior to the performance of
such services based upon the rate schedule indicated in Exhibit"A."