Ordinance No. 11,591 I
ORIDINAW,L" NO 11,591
AN ORDINANCE OFTI 11"" CITY COIJNCIL OF THE (.1TY OFBAYTOWN, 'FFXAS,
APPROVING THE" PROFEISSIONAL SERVICF,'S AGREE'NILNT BETWEEN TIIL1'
BAYTOWN AREA WF A" ER M.11"HORITY AND MALCOLM PIRNIE, INC., IN AN
AMOUNT NOT TO EXCEED FOUR HUNDRII..11.) TWENTY-EIGHT TIIO1JSAND
SE"VEN HUNDRED 1`OR`l'Y-I1VE AND NO/100 DOUARS ($428,745,00) FOR THE
DESIGN Of` TllF BAYTOWN ARLI'A WATER ALATIORITY POWER
DISTRIBUTION SYSTEIM IMPROVI'MU"N't' PROM"IT; AND PROVIDING FOR
'11 III EFTECTIVE DATE"TH E:`R F OF,
WHEREAS, tile Board ol'Directors cif the Baytown Area Water Authority ("BAWA") ,luthonzed
it prot'Cision"ll services agreement with Malcolm Pirn ie, Inc., for the design ofthe Baytown Area Water
Authorit I y Power Distribution System Improvement Project in an amount of' FOUR ItUNDRED
TWENTY-EIGHT THOUSAND SEVIL"N HUNDRED FORTY-FIVE AND IBC/100 DOLLARS
(SDI 28,745.00); and
WHERF-AS, [lie legislation creating 13AWA requires that the City Council of the ("ity of
Baytown approve contracts entered into 1)y BA `A; and
\VHERF"AS, the City Council of tide City of Baytown believes that such contract is desirable, fair,
and advantageous, for the per forina i ice of the BAWA's rights and powers; NOW TI 11"10El"ORE
BE IT ORDAINED BYTI ff"CH"YCOUNCII, OF "ITIE CITY 01" BAY'l 0 W N, TE,X A S:
Section 1: '1 hat the City Council of tile City of Baylown, Texas, hereby approves the
Professional Services Agreement between the 13aytown Area Water Authority and Malcolm Pirnie, 111c.,
for the design of the Baytown Area \Vater Authority (BANVA) Power Distribution System Improveinent
Pr(ject, which is attached hereto as Exhibit "A,"and incorporated herein for all intents and purposes.
Section 2: This ordinance shall take effect ininiediately fixr) and after its passage by the
Cit.y Council cal"the Cit), of Baytown.
IN"I'RODUCED, RF"'AD and PASSED by the 'affit nnative v e I'the City Council of the CitY 01'
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Exhibit "A"
STANDARD FORM OF AGREEMENT
BETWEEN OWNER AND ENGINEER
FOR
PROFESSIONAL SERVICES
THIS AGREEMENT effective as of the_day of February,2011 ("Effective Date').
Between
Baytown Area Water Authority("OWNER")
and
Malcolm Pirnie, Inc.("ENGINEER")
ENGINEER shall perform professional services necessary for the Baytown Area Water Authority Water Treatment
Plant("WTP'J Power Distribution System Improvements Project,which includes design,bidding and construction
phase services associated with the following improvements:
D Primary Electrical Building - A single story, CMU-construction building with an approximate area of
1,500 square feet(sf)to house electrical equipment for the incoming 12.4 KV 3 phase service to the Water
Treatment Plant, electrical panels, and switches for the emergency generators (generators to be provided
under a separate project).The building will include a 300 sf instrument workshop/office and will be sized
to house future MCC and variable frequency drives for the high service pumps, and future capacitors for
power factor correction;
D Underground Feeders to Load Centers - Replacement of the existing overhead power lines with
underground conduit and wire in concrete ductbanks. The underground feeders will run from the Primary
Electrical Building to the following load centers:
• MCC-1 at the Canal Pump Station,
• MCC-2 at the Forebay Pump Station,
• MCC-3 in the Old Chemical Building Maintenance Shop,
• MCC-4/5 near the Transfer Pump Station,
• DPA near the Administration Building,
• MCC-6 near the Ground Storage Tanks and Emergency Generator,and
• Existing High Service Pump Station transformer;
➢ Auxiliary connectors for portable emergency generators at the load centers;and
D Pad-mounted transformers at the load centers(except at the High Service Pump Station).
("Project").
OWNER and ENGINEER in consideration of their mutual covenants as set forth herein agree as follows:
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 1 of 12
TABLE OF CONTENTS Page
ARTICLE 1-SERVICES OF ENGINEER........................................................................................................................3
1.01 Scope.................................................................................................................................................................3
ARTICLE 2-OWNER'S RESPONSIBILITIES................................................................................................................3
2.01 General..............................................................................................................................................................3
ARTICLE 3-TIMES FOR RENDERING SERVICES......................................................................................................3
3.01 General..............................................................................................................................................................3
3.02 Suspension.........................................................................................................................................................3
ARTICLE 4-PAYMENTS TO ENGINEER......................................................................................................................3
4.01 Methods of Payment for Services and Reimbursable Expenses of ENGINEER............................................3
4.02 Other Provisions Concerning Payments...........................................................................................................3
ARTICLE5-OPINIONS OF COST...................................................................................................................................4
5.01 Opinions of Probable Construction Cost.........................................................................................................4
5.02 Designing to Construction Cost Limit.............................................................................................................4
5.03 Opinions of Total Project Costs.......................................................................................................................4
ARTICLE 6-GENERAL CONSIDERATIONS................................................................................................................4
6.01 Standards of Performance.................................................................................................................................4
6.02 Authorized Project Representatives..................................................................................................................5
6.03 Design without Construction Phase Services...................................................................................................5
6.04 Use of Documents.............................................................................................................................................5
6.05 Insurance............................................................................................................................................................6
6.06 Termination.......................................................................................................................................................6
6.07 Controlling Law................................................................................................................................................6
6.08 Successors,Assigns,and Beneficiaries............................................................................................................6
6.09 Dispute Resolution............................................................................................................................................7
6.10 Hazardous Environmental Condition...............................................................................................................7
6.I I Allocation of Risks............................................................................................................................................7
6.12 Notices...............................................................................................................................................................7
6.13 Survival..............................................................................................................................................................7
6.14 Severability........................................................................................................................................................7
6.15 Waiver...............................................................................................................................................................7
6.16 Headings............................................................................................................................................................8
ARTICLE 7- DEFINITIONS.............................................................................................................................................8
7.01 Defined Terms..................................................................................................................................................8
ARTICLE 8-EXHIBITS AND SPECIAL PROVISIONS.................................................................................................9
8.01 Exhibits Included...............................................................................................................................................9
8.02 Total Agreement.............................................................................................................................................. 10
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 2 of 12
ARTICLE 1-SERVICES OF ENGINEER causes or contributes to the delay or suspension,ENGINEER
shall have no right to seek additional compensation.
1.01 Scope ARTICLE 4-PAYMENTS TO ENGINEER
A. ENGINEER shall provide the Basic and Additional
Services set forth herein and in Exhibit A. 4.01 Methods of Payment for Services and
Reimbursable Expenses of ENGINEER
B. Upon issuance of a notice to proceed by the
OWNER,ENGINEER is authorized to begin Basic Services A. For Basic Services. OWNER shall pay ENGINEER
as set forth in Exhibit A. for Basic Services performed or furnished under Exhibit A,
Part 1,as set forth in Exhibit C.
C.(Deleted).
B. For Additional Services. OWNER shall pay
ARTICLE 2-OWNER'S RESPONSIBILITIES ENGINEER for Additional Services performed or famished
under Exhibit A,Part 2,as set forth in Exhibit C.
2.01 General C.(Modified) For Reimbursable Expenses. In
addition to payments provided for in paragraphs 4.01.A and
A. OWNER shall have the responsibilities set forth 4.01.13, OWNER shall pay ENGINEER for Reimbursable
herein and in Exhibit B. Expenses incurred by ENGINEER and ENGINEER's
Consultants as set forth in Exhibit C. However,all expenses
associated with meals and lodging must be approved in
ARTICLE 3-TIMES FOR RENDERING SERVICES writing by OWNER prior to ENGINEER incurring any
expense associated therewith; otherwise, the parties hereto
agree and understand that OWNER shall not be liable and
3.01 General ENGINEER shall not make a claim against OWNER for any
such expenses.
A. (Modified) ENGINEER's services and
compensation under this Agreement have been agreed to 4.02 Other Provisions Concerning Payments
perform the services required herein for the Project.
ENGINEER's obligation to render services hereunder will be A. Preparation of Invoices. Invoices will be prepared
for whatever period necessary for the final completion of said in accordance with OWNER's standard processing practices
services. and will be submitted to OWNER monthly via mail or email
by ENGINEER, unless otherwise agreed ENGINEER shall
B. (Deleted). supply detailed back-up information along with each invoice
in order for the OWNER to effectively evaluate the fees and
C. (Modified)For purposes of this Agreement the term charges. The amount billed in each invoice will be calculated
"day"means a calendar day of 24 hours. as set forth in Exhibit C.
3.02 Suspension B.(Modified) Payment of Invoices. Invoices are due
and payable within 30 days after the receipt of the invoice and
A.(Deleted) the necessary backup information. If OWNER fails to make
any payment due ENGINEER for services and expenses
B. (Modified) If ENGINEER's services are delayed or within 30 days after receipt of ENGINEER's invoice and the
suspended in whole or in part by OWNER,ENGINEER may required backup documentation therefor, the amounts due
be entitled to equitable adjustment of rates and amounts of ENGINEER will accrue interest at the rate set forth in
compensation provided for elsewhere in this Agreement to Section 2251.025 of the Texas Government Code (or the
reflect, reasonable costs incurred by ENGINEER in maximum rate of interest permitted by law, if less) after the
connection with, among other things, such delay or 30th day. ENGINEER may after giving seven days' written
suspension and reactivation and the fact that the time for notice to OWNER suspend services under this Agreement
performance under this Agreement has been revised, unless until ENGINEER has been paid in full all amounts due for
such delay or suspension is caused in whole or in part by the services,expenses,and other related charges. However, it is
ENGINEER, its officers, agents,or employees. If Engineer expressly understood and agreed that ENGINEER will not
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 3 of 12
charge any interest or penalty as set forth herein on any ENGINEER under this Agreement, and the ENGINEER
portion of an invoice that is disputed and/or withheld in waives any recourse therefor.
accordance with paragraph 4.02 and that ENGINEER will not
suspend services under the agreement on account of a
disputed invoice or on account of monies withheld. All ARTICLE 5-OPINIONS OF COST
payments will be credited first to principal and then to
interest.
5.01 Opinions of Probable Construction Cost
C. Disputed Invoices. In the event of a disputed or
contested invoice, only that portion so contested may be A. ENGINEER's opinions of probable Construction
withheld from payment, and the undisputed portion will be Cost provided for herein are to be made on the basis of
paid. ENGINEER's experience and qualifications and represent
ENGINEER's best judgment as an experienced and qualified
D. Payments Upon Termination. professional generally familiar with the industry. However,
since ENGINEER has no control over the cost of labor,
1. In the event of any termination under section materials,equipment,or services furnished by others,or over
6.06, ENGINEER will be entitled to invoice OWNER the Contractor's methods of determining prices, or over
and will be paid in accordance with Exhibit C for all competitive bidding or market conditions, ENGINEER
services performed or famished and all Reimbursable cannot and does not guarantee that proposals, bids,or actual
Expenses incurred through the effective date of Construction Cost will not vary from opinions of probable
termination; provided all instruments of service have Construction Cost prepared by ENGINEER. If OWNER
been tendered to the OWNER. wishes greater assurance as to probable Constriction Cost,
OWNER shall employ an independent cost estimator as
2.(Deleted) provided in Exhibit B.
E.(Modified) Records of ENGINEER's Casts. 5.02 Designing to Construction Cost Limit
.F ENGINEER's costs pertinent to ENGINEER's
compensau. +nder this Agreement shall be kept in A. (Deleted)
accordance + .h generally accepted accounting practices.
Copies of such records will be made available to OWNER 5.03 Opinions of Total Project Costs
upon request at no cost to OWNER.
A. (Deleted)
F. Legislative Actions. In the event of legislative
actions after the Effective Date of the Agreement by any level ARTICLE 6-GENERAL CONSIDERATIONS
of government that impose taxes, fees, or costs on
ENGINEER's services or other costs in connection with this
Project or compensation therefor, such new taxes, fees, or 6.01 Standards of Performance
costs shall be invoiced to and paid by OWNER as a
Reimbursable Expense to which a Factor of 1.0 shall be A. (Modified)The standard of care for all professional
applied. Should such taxes, fees, or costs be imposed, they engineering and related services performed or furnished by
shall be in addition to ENGINEER's estimated total ENGINEER under this Agreement will be the care and skill
compensation. ordinarily used by members of ENGINEER's profession
practicing under similar circumstances at the same time and in
G. (Added)Indebtedness. If ENGINEER, at any time the same locality.
during the term of this agreement,incurs a debt,as the word B. (Modified)ENGINEER shall be responsible for the
is defined in section 2-662 of the Code of Ordinances of the technical accuracy of its services and documents resulting
City of Baytown, it shall immediately notify the OWNER's therefrom, and OWNER shall not be responsible for
Director of Finance in writing. If the OWNER's Director of discovering deficiencies therein. ENGINEER shall correct
Finance becomes aware that the ENGINEER has incurred a such deficiencies without additional compensation except to
debt, the OWNER's Director of Finance shall immediately the extent such action is directly attributable to deficiencies in
notify the ENGINEER in writing. If the ENGINEER does OWNER-furnished information upon which ENGINEER is
not pay the debt within 30 days of either such notification, authorized to rely as provided in Section 6.O1.E.
the OWNER's Director of Finance may deduct funds in an
amount equal to the debt from any payments owed to the
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 4 of 12
C. ENGINEER shall perform or famish professional and programs incident to the Contractor's work in progress,
engineering and related services in all phases of the Project to nor for any failure of Contractor to comply with Laws and
which this Agreement applies. ENGINEER shall serve as Regulations applicable to Contractor's furnishing and
OWNER's prime professional for the Project. ENGINEER performing the Work.
may employ such ENGINEER's Consultants as ENGINEER
deems necessary to assist in the performance or furnishing of J.(Modified)ENGINEER neither guarantees the
the services. ENGINEER shall not be required to employ any performance of any Contractor nor assumes responsibility for
ENGINEER's Consultant unacceptable to ENGINEER. any Contractor's failure to famish and perform the Work in
accordance with the Contract Documents. However,nothing
D. ENGINEER and OWNER shall comply with contained in this paragraph shall be construed so as to absolve
applicable Laws or Regulations and OWNER-mandated ENGINEER from liability for any such failure about which
standards. This Agreement is based on these requirements as ENGINEER knew or should have known existed in the
of its Effective Date. Changes to these requirements after the exercise of ENGINEER's services under this Agreement.
Effective Date of this Agreement -may be the basis for
modifications to OWNER's responsibilities or to K. (Modified) ENGINEER shall not be responsible for
ENGINEER's scope of services, times of performance, or the acts or omissions of any Contractor's), subcontractor or
compensation. supplier,or of any of the Contractor's agents or employees or
any other persons(except ENGINEER's own employees and
E.(Modified) OWNER shall be responsible for,and its consultants for which it is legally liable) at the Site or
ENGINEER may rely upon, the accuracy and completeness otherwise furnishing or performing any of the Contractor's
of all requirements,programs, instructions, reports, data,and work; or for any decision made on interpretations or
other information furnished by OWNER to ENGINEER clarifications of the Contract Documents given by OWNER
pursuant to this Agreement, unless expressly stated or without consultation and advice of ENGINEER
communicated otherwise by OWNER ENGINEER may use
such requirements, reports, data, and information in L.(Modified) The General Conditions for any
performing or furnishing services under this Agreement. construction contract documents prepared hereunder are to be
the Standard Form of Agreement between Owner and
F. OWNER shall make decisions and carry out its other Contractor and as approved by OWNER in writing.
responsibilities in a timely manner and shall bear all costs
incident thereto so as not to delay the services of 6.02 Authorized Project Representatives
ENGINEER.
G.. Prior to the commencement of the Construction A. Contemporaneous with the execution of this
Phase, OWNER shall notify ENGINEER of any variations Agreement, ENGINEER and OWNER shall designate
from the language indicated in Exhibit E, "Notice of specific individuals to act as ENGINEER's and OWNER's
Acceptability of Work,"or of any other notice or certification representatives with respect to the services to be performed or
that ENGINEER will be requested to provide to OWNER or furnished by ENGINEER and responsibilities of OWNER
third parties in connection with the Project. OWNER and under this Agreement. Such individuals shall have authority
ENGINEER shall reach agreement on the terms of any such to transmit instructions, receive information, and render
requested notice or certification,and OWNER shall authorize decisions relative to the Project on behalf of each respective
such Additional Services as are necessary to enable party.
ENGINEER to provide the notices or certifications requested.
6.03 Design without Construction Phase Services
H.(Modified) ENGINEER shall not be required to sign
any documents, no matter by whom requested, that would (Deleted).
result in ENGINEER's having to certify, guarantee or
warrant the existence of conditions whose existence 6.04 Use of Documents
ENGINEER cannot ascertain;provided,that ENGINEER has
exercised due diligence and was not otherwise required to A. (Modified) Upon execution of this Agreement, the
certify,guarantee or warrant the existence of such conditions. ENGINEER grants to the OWNER an ownership interest in
the lnstnrments of Service. The ENGINEER shall obtain
1. During the Construction Phase, ENGINEER shall similar interests from the OWNER and the ENGINEER's
not supervise,direct,or have control over Contractor's work, consultants consistent with this Agreement. Within seven
nor shall ENGINEER have authority over or responsibility days of any termination or expiration of this Agreement, the
for the means,method.%techniques,sequences,or procedures ENGINEER shall be required to tender to OWNER all
of construction selected by Contractor,for safety precautions
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 5 of 12
Instruments of Service; provided OWNER has paid all
monies, excluding any disputed amount, due and owing to F. -(Modified) Any use of the Documents on any
ENGINEER in accordance with this Agreement. With such extension of the Project or on any other project shall be at
ownership interest, it is expressly understood by the parties OWNER's sole risk and OWNER hereby releases
hereto that the OWNER may use the Instruments of Service ENGINEER from any liability associated solely with the
for any purposes which the OWNER sees fit, including,but reuse of the Documents.
not limited to, subsequent construction, reconstruction,
alteration,and/or repairs of the Project. As a condition to the G. If there is a discrepancy between the electronic files
OWNER's use of the Instruments of Service, the OWNER and the hard copies,the hard copies govern.
hereby expressly agrees to remove the ENGINEER's name
and all references to the ENGINEER,and its consultants from H. Any verification or adaptation of the Documents for
the Documents. The OWNER hereby releases any and all extensions of the Project or for any other project will entitle
claims which the OWNER could make arising out of or in ENGINEER to further compensation at rates to be agreed
connection with any reuse of the documents by the OWNER. upon by OWNER and ENGINEER.
This release of claims for the matters covered in this
Paragraph 6.04.A shall be for the benefit of the ENGINEER, 6.05 Insurance
its officers, and employees and sub-consultants, as well as
their successors and assigns. A. ENGINEER shall procure and maintain insurance as
set forth in Exhibit G,"Insurance."
B. (Modified) Copies of OWNER-furnished data that
may be relied upon by ENGINEER are limited to the printed B. Not used.
copies that are delivered to ENGINEER pursuant to Exhibit B
unless otherwise expressly stated or communicated by C. Not used.
OWNER. Files in electronic media format of text, data,
graphics,or of other types that are furnished by OWNER to D. Not used.
ENGINEER are only for convenience of ENGINEER Any
conclusion or information obtained or derived from such E. Not used.
electronic files will be at the user's sole risk.
F. At any time, OWNER may request that
C. Copies of Documents that may be relied upon by ENGINEER, at OWNER's sole expense, provide additional
OWNER are limited to the printed copies(also known as hard insurance coverage, increased limits, or revised deductibles
copies)that are signed or sealed by the ENGINEER Files in that are more protective than those specified in Exhibit G. If
electronic media format of text, data, graphics, or of other so requested by OWNER, with the concurrence of
types that are furnished by ENGINEER to OWNER are only ENGINEER, and if commercially available, ENGINEER
for convenience of OWNER. Any conclusion or information shall obtain and shall require ENGINEER's Consultants to
obtained or derived from such electronic files will be at the obtain such additional insurance coverage,different limits,or
user's sole risk. revised deductibles for such periods of time as requested by
OWNER,and Exhibit G will be supplemented to incorporate
D. Because data stored in electronic media format can these requirements.
deteriorate or be modified inadvertently or otherwise without
authorization of the data's creator, the party receiving 6.06 Termination
electronic files agrees that it will perform acceptance tests or
procedures within 60 days, after which the receiving party A.(Modified) The obligations hereunder may be
shall be deemed to have accepted the data thus transferred. terminated:
The party delivering the electronic files will correct any errors
detected within the 60-day acceptance period ENGINEER 1. For cause,
shall not be responsible to maintain documents stored in
electronic media format after acceptance by OWNER a. (Modified) By either party upon 30 days'
written notice in the event of failure by the other
E. When transferring documents in electronic media party to perform in accordance with the terms hereof
format,ENGINEER makes no representations as to long-term through no fault of the terminating party;or
compatibility, usability,or readability of documents resulting
from the use of software application packages, operating b. By ENGINEER upon seven days written
systems, or computer hardware differing from those used by notice if ENGINEER is being requested by
ENGINEER at the beginning of this Project.
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 6 of 12
OWNER to furnish or perform services contrary to 1. Nothing in this Agreement shall be construed to
ENGINEER's responsibility as a licensed create, impose, or give rise to any duty owed by
professional. OWNER or ENGINEER to any Contractor,Contractor's
subcontractor, supplier, other individual or entity, or to
c. Notwithstanding the foregoing, this any surety for or employee of any of them.
Agreement will not terminate as a result of such
substantial failure if the party receiving such notice 2. All duties and responsibilities undertaken
begins, within seven days of receipt of such notice, pursuant to this Agreement will be for the sole and
to correct its failure to perform and proceeds exclusive benefit of OWNER and ENGINEER and not
diligently to cure such failure within no more than for the benefit of any other party. The OWNER agrees
30 days of receipt thereof;provided,however,that if that the substance of the provisions of this paragraph
and to the extent such substantial failure cannot be 6.08.0 shall appear in the Contract Documents.
reasonably cured within such 30 day period, and if
such party has diligently attempted to cure the same 6.09 Not Used.
and thereafter continues diligently to cure the same
then the cure period provided for herein shall extend 6.10 Hazardous Environmental Condition
up to,but in no case more than 60 days after the date
of receipt of the notice. A. OWNER represents to Engineer that to the best of its
knowledge a Hazardous Environmental Condition does not
2. For convenience by OWNER effective upon the exist.
receipt of notice by ENGINEER.
B.(Modified) OWNER has disclosed to the best of
B. Not use& its knowledge and belief to ENGINEER the existence of all
Asbestos, PCBs, Petroleum, Hazardous Waste, or
6.07 Controlling Law Radioactive Material located at or near the Site, including
type,quantity and location.
A. This Agreement is to be governed by the law of the
state in which the Project is located. C.(Modified) If a Hazardous Environmental
Condition is encountered or alleged, ENGINEER shall have
6.08 Successors,Assigns,and Beneficiaries the obligation to notify OWNER on or before the next
business day of the same.
A. OWNER and ENGINEER each is hereby bound and
the partners, successor:, executors, administrators and legal D. It is acknowledged by both parties that
representatives of OWNER and ENGINEER (and to the ENGINEER's scope of services does not include any services
extent permitted by paragraph 6.083 the assigns of OWNER related to a Hazardous Environmental Condition. In the event
and ENGINEER)are hereby bound to the other party to this ENGINEER or any other party encounters a Hazardous
Agreement and to the partners, successors, executors, Environmental Condition,ENGINEER may,at its option and
administrators and legal representatives(and said assigns)of without liability for consequential or any other damages,
such other party, in respect of all covenants,agreements and suspend performance of services on the portion of the Project
obligations of this Agreemea affected thereby until OWNER: (i) retains appropriate
specialist consultant(s) or contractor(s) to identify and, as
B. Neither OWNER nor ENGINEER may assign, appropriate, abate, remediate, or remove the Hazardous
sublet,or transfer any rights under or interest(including,but Environmental Condition;and(ii)wan-ants that the Site is in
without limitation, moneys that are due or may become due) full compliance with applicable Laws and Regulations.
in this Agreement without the written consent of the other,
except to the extent that any assignment, subletting, or E. OWNER acknowledges that ENGINEER is
transfer is mandated or restricted by law. Unless specifically performing professional services for OWNER and that
stated to the contrary in any written consent to an assignment, ENGINEER is not and shall not be required to become an
no assignment will release or discharge the assignor from any "arranger," "operator," "generator," or "transporter" of
duty or responsibility under this Agreement. hazardous substances, as defined in the Comprehensive
Environmental Response,Compensation,and Liability Act of
C. Unless expressly provided otherwise in this 1990(CERCLA),which are or may be encountered at or near
Agreement: the Site in connection with ENGINEER's activities under this
Agreement.
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 7 of 12
ARTICLE 7- DEFINITIONS
F. If ENGINEER's services under this Agreement
cannot be performed because of a Hazardous Environmental
Condition, the existence of the condition shall justify 7.01 Defined Terms
ENGINEER's terminating this Agreement for cause on 30
days notice. A. Wherever used in this Agreement (including the
Exhibits hereto)and printed with initial or all capital letters,
6.11 Allocation of Risks the terms listed below have the meanings indicated, which
are applicable to both the singular and plural thereof.
A. (Modified) Indemnification. See Exhibit K.
1. Addenda—Written or graphic instruments issued
prior to the opening of Bids which clarify,correct,or change
6.12 Notices the Bidding Documents.
A. (Modified) Any notice required under this 2. Additional Services—The services to be performed
Agreement will be in writing, addressed to the appropriate for or furnished to OWNER by ENGINEER in accordance
party at its address on the signature page and given with Exhibit A,Part 2 of this Agreement.
personally,or by registered or certified mail postage prepaid,
or by a commercial courier service. Additionally, notices 3. Agreement—This "Standard Form of Agreement
may be given via facsimile or by electronic mail if such notice between OWNER and ENGINEER for Professional
is also given personally,or by registered or certified mail or Services,"including those Exhibits listed in Article 8 hereof
by a commercial courier service. All notices shall be effective
upon the date of receipt. 4. Application for Payment—The form acceptable to
ENGINEER which is to be used by Contractor in requesting
6.13 Survival progress or final payments for the completion of its Work and
which is to be accompanied by such supporting
A. (Modified) All express representations, documentation as is required by the Contract Documents.
indemnifications, and limitations of liability included in this
Agreement will survive its completion or termination for any 5. Asbestos—Any material that contains more than one
reason, percent asbestos and is friable or is releasing asbestos fibers
into the air above current action levels established by the
6.14 Severability United States Occupational Safety and Health Administration.
A. Any provision or part of the Agreement held to be 6. Basic Services—The services to be performed for or
void or unenforceable under any Laws or Regulations shall be furnished to OWNER by ENGINEER in accordance with
deemed stricken,and all remaining provisions shall continue Exhibit A,Part 1,of this Agreement.
to be valid and binding upon OWNER and ENGINEER,who
agree that the Agreement shall be reformed to replace such 7. Bid—The offer or proposal of the bidder submitted
stricken provision or part thereof with a valid and enforceable on the prescribed form setting forth the prices for the Work to
provision that comes as close as possible to expressing the be performed.
intention of the stricken provision.
8. Bidding Documents—The advertisement or invitation
6.15 Waiver to Bid, instructions to bidders, the Bid form and attachments,
the Bid bond, if any, the proposed Contract Documents, and
A. Non-enforcement of any provision by either party all Addenda,if any.
shall not constitute a waiver of that provision, nor shall it
affect the enforceability of that provision or of the remainder 9. Change Order—A document recommended by
of this Agreement. ENGINEER, which is signed by Contractor and OWNER to
authorize an addition,deletion or revision in the Work,or an
6.16 Headings adjustment in the Contract Price or the Contract Times,issued
on or after the Effective Date of the Construction Agreement.
A. The headings used in this Agreement are for general
reference only and do not have special significance. 10. Construction Agreement—The written instrument
which is evidence of the agreement,contained in the Contract
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 8 of 12
Documents, between OWNER and Contractor covering the 17. Correction Period-The time after Final Completion
Work. during which Contractor must correct,at no cost to OWNER,
any Defective Work,normally one year after the date of Final
11. Construction Contract--The entire and integrated Completion or such longer period of time as may be
written agreement between the OWNER and Contractor prescribed by Laws or Regulations or by the terms of any
concerning the Work. applicable special guarantee or specific provision of the
Contract Documents.
12. Construction Cost—The cost to OWNER of those
portions of the entire Project designed or specified by 18. Defective—An adjective which,when modifying the
ENGINEER. Construction Cost does not include costs of word Work, refers to Work that is unsatisfactory, faulty, or
services of ENGINEER or other design professionals and deficient, in that it does not conform to the Contract
consultants, cost of land, rights-of-way, or compensation for Documents, or does not meet the requirements of any
damages to properties, or OWNER's costs for legal, inspection,reference standard, test,or approval referred to in
accounting, insurance counseling or auditing services, or the Contract Documents, or has been damaged prior to
interest and financing charges incurred in connection with the ENGINEER's recommendation of final payment.
Project,or the cost of other services to be provided by others
to OWNER pursuant to Exhibit B of this Agreement. 19. Documents—Data,reports,Drawings,Specifications,
Construction Cost is one of the items comprising Total Record Drawings, and other deliverables, whether in printed
Project Costs. or electronic media format, provided or furnished in
appropriate phases by ENGINEER to OWNER pursuant to
13. (Modified) Contract Documents--Documents that this Agreement.
establish the rights and obligations of the parties engaged in
construction and include the Construction Agreement 20. Drawings--That part of the Contract Documents
between OWNER and Contractor and all documents prepared or approved by ENGINEER which graphically
referenced therein, Addenda (which pertain to the Contract shows the scope, extent, and character of the Work to be
Documents), Contractor's Bid (including documentation performed by Contractor. Shop Drawings are not Drawings
accompanying the Bid and any post-Bid documentation as so defined.
submitted prior to the notice of award) when attached as an
exhibit to the Construction Agreement,the notice to proceed, 21. Effective Date of the Construction Agreement—The
the bonds, appropriate certifications, insurance documents date indicated in the Construction Agreement on which it
the General Conditions, the Supplementary Conditions, the becomes effective, but if no such date is indicated, it means
Specifications and the Drawings as the same are more the date on which the Construction Agreement is signed and
specifically identified in the Construction Agreement, delivered by the last of the two parties to sign and deliver.
together with all Written Amendments,Change Orders,Work
Change Directives, Field Orders, and ENGINEER's written 22. Effective Date of the Agreement—The date indicated
interpretations and clarifications issued on or after the in this Agreement on which it becomes effective, but if no
Effective Date of the Construction Agreement. Approved such date is indicated, it means the date on which the
Shop Drawings and the reports and drawings of subsurface Agreement is signed and delivered by the last of the two
and physical conditions are not Contract Documents. parties to sign and deliver.
14. Contract Price—The moneys payable by OWNER to 23. ENGhVEER's Consultants—Individuals or entities
Contractor for completion of the Work in accordance with the having a contract with ENGINEER to furnish services with
Contract Documents and as stated in the Construction respect to this Project as ENGINEER's independent
Agreement. professional associates, consultants, subcontractors, or
vendors. The term ENGINEER includes ENGINEER's
15. Contract Times—The numbers of days or the dates Consultants.
stated in the Construction Agreement to: (i)achieve Final
Completion,and(ii)complete the Work so that it is ready for 24. Field Order—A written order issued by ENGINEER
final payment as evidenced by ENGINEER's written which directs minor changes in the Work but which does not
recommendation of final payment. involve a change in the Contract Price or the Contract Times.
16. Contractor--An individual or entity with whom 25. Final Completion shall mean that all work has
OWNER enters into a Construction Agreement. been completed, all final punch list items have been
inspected and satisfactorily completed, all payments to
subcontractors have been made, all documentation and
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 9 of 12
warranties have been submitted, all closeout documents ENGINEER at the Site during the Construction Phase. The
have been executed and approved by the OWNER, and the Resident Project Representative will be ENGINEER's agent
Project has been finally accepted by the OWNER. or employee and under ENGINEER's supervision. As used
herein,the term Resident Project Representative includes any
26. General Conditions-That part of the Contract assistants of Resident Project Representative agreed to by
Documents which sets forth terms,conditions,and procedures OWNER. The duties and responsibilities of the Resident
that govern the Work to be performed or furnished by Project Representative are as set forth in Exhibit D.
Contractor with respect to the Project.
36. Samples-Physical examples of materials,
27. Hazardous Environmental Condition—The presence equipment, or workmanship that are representative of some
at the Site of Asbestos,PCB's,Petroleum,Hazardous Waste, portion of the Work and which establish the standards by
or Radioactive Materials in such quantities or circumstances which such portion of the Work will be judged
that may present a substantial danger to persons or property
exposed thereto in connection with the Work. 37. Shop Drawings—All drawings, diagrams,
illustrations, schedules, and other data or information which
28. Hazardous Waste—The tern Hazardous Waste shall are specifically prepared or assembled by or for Contractor
have the meaning provided in Section 1004 of the Solid and submitted by Contractor to ENGINEER to illustrate some
Waste Disposal Act(42 USC Section 6903)as amended from portion of the Work.
time to time.
38. Site—Lands or areas indicated in the Contract
29. Laws and Regulations, Laws or Regulations—Any Documents as being furnished by OWNER upon which the
and all applicable laws,rules,regulations,ordinances,codes, Work is to be performed, rights-of-way and easements for
standards, and orders of any and all governmental bodies, access thereto, and such other lands furnished by OWNER
agencies,authorities,and courts having jurisdiction. which are designated for use of Contractor.
30. PCB's—Polychlorinated biphenyls. 39. Specifications—That part of the Contract Documents
consisting of written technical descriptions of materials,
31. Petroleum—Petroleum, including crude oil or any equipment, systems, standards, and workmanship as applied
fraction thereof which is liquid at standard conditions of to the Work and certain administrative details applicable
temperature and pressure (60 degrees Fahrenheit and 14.7 thereto.
pounds per square inch absolute),such as oil,petroleum,fuel
oil, oil sludge, oil refuse, gasoline, kerosene, and oil mixed 40. Substantial Completion—The time at which the
with other non-Hazardous Waste and crude oils. Work(or a specified part thereof)has progressed to the point
where, in the opinion of ENGINEER, the Work (or a
32. Radioactive Materials--Source, special nuclear, or specified part thereof)is sufficiently complete, in accordance
byproduct material as defined by the Atomic Energy Act of with the Contract Documents,so that the Work(or a specified
1954(42 USC Section 2011 et seq.)as amended from time to part thereof) can be utilized for the purposes for which it is
time. intended The terms "substantially complete" and
"substantially completed"as applied to all or part of the Work
33. Record Drawings—The Drawings as issued for refer to Substantial Completion thereof.
construction on which the ENGINEER, upon completion of
the Work, has shown changes due to Addenda or Change 41. Supplementary Conditions—That part of the Contract
Orders and other information which ENGINEER considers Documents which amends or supplements the General
significant based on record documents furnished by Conditions.
Contractor to ENGINEER and which were annotated by
Contractor to show changes made during construction. 42. (Modified) Total Project Costs—The sum of the
Construction Cost, allowances for contingencies, the total
34. Reimbursable Expenses—The expenses incurred costs of services of ENGINEER or other design professionals
directly by ENGINEER in connection with the performing or and consultants,cost of land,rights-of-way,compensation for
furnishing of Basic and Additional Services for the Project for damages to properties,OWNER's costs for legal,accounting,
which OWNER shall pay ENGINEER as indicated in Exhibit insurance counseling or auditing services, interest and
C. financing charges incurred in connection with the Project,and
the cost of other services to be provided by others to OWNER
35. Resident Project Representative—The authorized pursuant to Exhibit B of this Agreement.
representative of ENGINEER, if any, assigned to assist
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 10 of 12
43. Work—The entire completed construction or the
various separately identifiable parts thereof required to be G. Exhibit G,"Insurance,"consisting of two(2) pages.
provided under the Contract Documents with respect to this
Project. Work includes and is the result of performing or H. Exhibit H,"Dispute Resolution,"is not used.
famishing labor, services, and documentation necessary to
produce such construction and furnishing, installing, and I. Exhibit 1,"Allocation of Risks,"is not used
incorporating all materials and all equipment into such
construction,all as required by the Contract Documents. J. Exhibit J,"Special Provisions"is not used.
44. Work Change Directive—A written directive to K. (Added) Exhibit K, "Indemnification" consisting of
Contractor issued on or after the Effective Date of the two(2) pages.
Construction Agreement and signed by OWNER upon
recommendation of the ENGINEER, ordering an addition, 8.02 Total Agreement
deletion,or revision in the Work, or responding to differing
or unforeseen subsurface or physical conditions under which A. This Agreement (consisting of pages 1 to 12
the Work is to be performed or to emergencies. A Work inclusive, together with the Exhibits identified above)
Change Directive will not change the Contract Price or the constitutes the entire agreement between OWNER and
Contract Times but is evidence that the parties expect that the ENGINEER and supersedes all prior written or oral
change directed or documented by a Work Change Directive understandings. This Agreement may only be amended,
will be incorporated in a subsequently issued Change Order supplemented, modified, or canceled by a duly executed
following negotiations by the parties as to its effect,if any,on written instrument. This Agreement along with the exhibits
the Contract Price or Contract Times. shall be read and construed as the same Agreement.
45. Written Amendment--A written amendment of the
Contract Documents signed by OWNER and Contractor on or
after the Effective Date of the Construction Agreement and
normally dealing with the non-engineering or non-technical
rather than strictly construction-related aspects of the Contract
Documents.
ARTICLE 8 - EXHIBITS AND SPECIAL
PROVISIONS
8.01 Exhibits Included
A. Exhibit A, "ENGINEER's Services," consisting of
nine(9)pages.
B. Exhibit B, "OWNER's Responsibilities,"consisting
of two(2)pages.
C. Exhibit C. "Payments to Engineer for Services and
Reimbursable Expenses,"consisting of two(2)pages.
D. Exhibit D,"Duties, Responsibilities and Limitations
of Authority of Resident Project Representative,"is not used.
E. Exhibit E,"Notice of Acceptability of Work,"is not
used.
F. Exhibit F,"Construction Cost Limit," is not used
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 11 of 12
IN WITNESS WHEREOF, the parties hereto have executed this Agreement, the Effective Date of which is
indicated on page 1.
OWNER:BAYTOWN AREA WATER AUTHORITY ENGINEER: MALCOLM PIRNIE,INC.
Signature: Signature:
Printed Name: Robert D. Leiger Printed Name: CN r1 poi a/Ct l�l
Title: General Manager Title: ASSDGu;t� Vile- le a jich
Date Signed: Date Signed: 2-7— 2 0 1
Address for giving notices: Address for giving notices:
P.O.Box 424 1700 West Loop S# 1450
Baytown,Texas 77522 Houston,TX 77027
Designated Representative(paragraph 6.02.A): Designated Representative(paragraph 6.02.A):
Name:Jose A.Pastrana,P.E. Name: Ga(''y P Rp J4 (.Ci, 13�EL
Title:Director of Engineering Title: Ass d u V t co, J�t'-�^
Phone Number: (281)420-7154 Phone Number: (713) 840-1564
Facsimile Number. (281)420-6586 Facsimile Number: (713)840-1564
E-Mail Address: jose.pastrana®baytown.org E-Mail Address:l -
a ra Ja Qpimie.com
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 OWNER and ENGINEER
for Professional Services dated
Initial:
OWNER
ENGINEER
ENGINEER's Services
Article 1 of the Agreement is amended and supplemented to include the following agreement of the parties.
ENGINEER shall provide Basic and Additional Services as set forth below.
PART 1—BASIC SERVICES(Modified)
A 1.01 Preliminary Design Phase(Deleted)
A 1.02 Design Phase
A. ENGINEER shall:
1. Consult with OWNER to define and clarify OWNER's requirements for the Project and available data.
2. ENGINEER will perform activities to set-up project financials,schedule,and management plan.
3. Advise OWNER as to the necessity of OWNER's providing data or services of the types described in
Exhibit B, which are not part of ENGINEER's Basic Services, and assist OWNER in obtaining such
data and services.
4. (Modified) Identify, consult with, and analyze requirements of governmental authorities having
jurisdiction to approve the portions of the Project designed or specified by ENGINEER,including,but
not limited to,mitigating measures identified in the environmental assessment(if any).
5. Provide technical criteria, written descriptions, and design data for OWNER's use in filing
applications for permits from or approvals of governmental authorities having jurisdiction to review or
approve the final design of the Project and assist OWNER in consultations with appropriate
authorities.
6. Identify and evaluate potential solutions available to OWNER,and,after consultations with OWNER,
recommend to OWNER those solutions which in ENGINEER's judgment meet OWNER's
requirements for the Project.
7. (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.
8. (Modified)Perform or provide the following additional Design Phase tasks or deliverables:
Task 1-Load Analysis/Sizing and Equipment Selection
ENGINEER will develop a load analysis to define the size and capacity of electrical feeders and
transformers. This analysis will be used to coordinate with the power company, Centerpoint
Energy.
Page 1 of 9 Pages
(Exhibit A—ENGINEER's Services)
Based on the load analysis,ENGINEER will develop the equipment lineup for switchgear, motor
control centers,and associated electrical components.
Task 2-Design Submittal Workshops
ENGINEER will facilitate two workshops with BAWA stakeholders following the milestone
design submittals to clarify design issues and to capture BAWA's comments to the design.
The meetings will be held at BAWA or City facilities.
Deliverables:
• Workshop agenda.
• Workshop comments recorded to document key decisions and agreed action items.
Task 3-Geotechnical Investigations
ENGINEER will retain a professional geotechnical engineering firm registered in the State of
Texas to drill and collect soil borings and perform necessary laboratory analysis to provide
characterization of the subsurface soil conditions, provide foundation design and construction
recommendations.Boring locations and depths are as follows:
• One 20-ft deep soil boring for the Primary Electrical Building
• Three 15-ft deep soil borings for the transformers and ductbanks
Deliverables:
• An engineering report that detail findings and recommendations will be prepared by the
geotechnical engineer.
Task 4-Detailed Design Drawings
The level of effort is based on the following drawing list:
l G-1 COVER SHEET
2 G-2 CONSTRUCTION NOTES
3 G-3 OVERALL SITE PLAN BORINGS BLDG COORDINATES
4 G4 SYMBOLS AND ABBREVIATIONS
5 G-5 LEGENDS AND SYMBOLS
6 - C-1 SITE SURVEY CONTROL
7 C-2 ENLARGED PARTIAL SITE PLAN
8 C-3 PAVING,GRADING AND DRAINAGE PLAN
9 C-4 ROADWAY CROSSING PLANS
10 C-5 TYPICAL CIVIL DETAILS- 1
11 C-6 TYPICAL CIVIL DETAILS-2
12 A-1 PRIMARY ELEC BLDG-FLOOR PLAN
13 A-2 PRIMARY ELEC BLDG-ROOF PLAN
14 A-3 EXTERIOR ELEVATIONS
15 A-4 BUILDING SECTIONS
16 A-5 SCHEDULES
17 A-6 INTERIOR ELEVATIONS
18 A-7 TYPICAL ARCH DETAILS- 1
19 A-8 TYPICAL ARCH DETAILS-2
20 S-1 FOUNDATION PLAN
21 S-2 FLOOR PLAN
22 S-3 IROOFPLAN
Page 2 of 9 Pages
(Exhibit A—ENGINEER's Services)
23 S-4 SECTIONS
24 S-5 SECTIONS
25 S-6 TRANSFORMER PADS
26 S-7 TYPICAL STRUCT DETAILS— 1
27 S-8 TYPICAL STRUCT DETAILS—2
28 S-9 TYPICAL STRUCT DETAILS—3
29 H-10 FLOOR PLAN
30 H-1 ROOF PLAN
31 H-12 BUILDING SECTIONS
31 H-13 SCHEMATICS
32 H-14 SCHEDULES
33 H-15 TYPICAL HVAC DETAILS- 1
34 H-16 TYPICAL HVAC DETAILS- 1
35 E-1 SYMBOLS AND LEGENDS
36 E-2 ABBREVIATIONS AND NOTES
37 E-3 STANDARD DETAILS I
38 E-4 STANDARD DETAILS lI
39 E-5 STANDARD DETAILS III
40 E-6 PARTIAL SITE PLAN I
41 E-7 PARTIAL SITE PLAN lI
42 E-8 PARTIAL SITE PLAN III
43 E-9 PARTIAL SITE PLAN IV
44 E-10 PLANT 12,470 VOLT SINGLE LINE DIAGRAM
45 E-11 PLANT 12,470 VOLT SINGLE LINE DIAGRAM DEMO
46 E-12 12,470 VOLT MAIN SWITCHGEAR PLAN VIEW
47 E-13 12 470 VOLT MAIN SWITCHGEAR ELEVATION.
48 E-14 12,470 VOLT SWITCHGEAR BREAKER SCHEMATICS
49 E-15 MAIN SWITCHGEAR BUILDING PLAN
50 E-16 MAIN SWITCHGEAR DETAILS
51 E-17 HIGH SERVICE PUMP STATION PARTIAL PLAN
52 E-18 HIGH SERVICE PUMP STATION DETAILS
53 E-19 PLANT WATER PUMP STATION PARTIAL PLAN
54 E-20 PLANT WATER PUMP STATION DETAILS
55 E-21 BACKWASH/TPS PUMP STATION PARTIAL PLAN
56 E-22 BACKWASH/TPS PUMP STATION DETAILS
57 E-23 ADMINISTRATION BLDG PARTIAL PLAN
58 B-24 ADMINISTRATION BLDG DETAILS
59 E-25 MAINTENANCE SHOP PARTIAL PLAN
60 E-26 MAINTENANCE SHOP DETAILS
61 E-25 CHEMICAL BUILDING PARTIAL PLAN
62 E-26 CHEMICAL BUILDING DETAILS
63 E-27 FOREBAY PUMP STATION PARTIAL PLAN
64 E-28 FOREBAY PUMP STATION DETAILS
65 E-29 INSTRUMENT AIR PLANT PARTIAL PLAN
66 E-30 INSTRUMENT AIR PLANT DETAILS
67 E-31 CANAL PUMP STATION PARTIAL PLAN
68 E-32 CANAL PUMP STATION DETAILS
69 E-33 CONDUIT AND CABLE SCHEDULE 1
70 E-34 CONDUIT AND CABLE SCHEDULE II
71 E-35 PANEL SCHEDULES
Page 3 of 9 Pages
(Exhibit A—ENGINEER's Services)
ENGINEER will prepare drawings for construction using AUTOCAD and ENGINEER CAD
standards.
Deliverables:
Detailed design drawings signed and sealed by a Registered Professional Engineer licensed in the
State of Texas.
• 50%Design submittal within ninety(40)calendar days of authorization to begin services
and review it with OWNER.
• Five half size 11"x 17"copies of 50%design drawings
• 90%Design submittal within ninety(90)calendar days of authorization to begin services
and review it with OWNER.
• Five half size I I"x 17"copies of 90%drawings
• Two full size 22 x 34 drawings sets for submittal to Building Permits
■ Bid ready design submittal within one hundred(100)calendar days of authorization to
begin services and review it with OWNER
• Six full size 22"04"copies and two half size 1 l"x 17"copies of 100%drawings
• One disk with the drawings saved in Adobe.pdf format.
Task 5-Project Manual
ENGINEER will prepare a project manual that includes bidding documents, agreement, general
and special conditions, and technical specifications. Front end documents will be provided by
BAWA;technical specifications will be based on ENGINEER standard specifications.
The Project Manual will be prepared in Microsoft Word format.
Three bound draft versions of the Project Manual will be submitted at the 50% and 90%
milestones. The bid-ready submittal will include five bound copies, and one disk with an
Adobe.pdf format file of the Project Manual.
Task 6-Cost Estimates
ENGINEER will prepare an Engineer's Opinion of Construction Costs (EOCC) at the 50% and
90%submittals.The EOCC will be prepared in accordance with the practices of the Association
for the Advancement of Cost Engineering,following the guidelines for a Level 2 estimate.
Task 7—Building Design
ENGINEER will retain a professional engineering firm registered in the State of Texas to design
the primary electrical building structural,architectural and HVAC systems.
3. ENGINEER will submit drawings and specifications for review and approval to the City of Baytown
Development Review Committee, and other applicable local agencies. This activity includes,
transmitting the drawings and specifications, responding to questions via telephone which may arise
during the review process,and providing supplemental information to support the design.
4. Prepare and furnish Bidding Documents at 50016,90%and 1000/6 for review and approval by OWNER,its
legal counsel, and other advisors,as appropriate,and assist OWNER in the preparation of other related
documents.
5. Submit 5 final copies of the Bidding Documents and a revised opinion of probable Construction Cost to
OWNER within one hundred(100)calendar days after authorization to proceed with this phase.
6. (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 this/these request(s)is made prior to the preparation of the final bid documents.
Page 4 of 9 Pages
(Exhibit A--ENGINEER's Services)
B. In the event that the Work designed or specified by ENGINEER is to be performed or furnished under more
than one prime contract,or if ENGINEER's services are to be separately sequenced with the work of one or
more prime Contractors (such as in the case of fast-tracking), OWNER and ENGINEER shall, prior to
commencement of the Design Phase,develop a schedule for performance of ENGINEER's services during the
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 ENGINEER upon which the ENGINEER's
compensation has been established under this Agreement is one(1).
D. (Modified)ENGINEER's services under the Design Phase will be considered complete on the date when the
submittals required by paragraph A 1.03.A have been delivered to and accepted by OWNER.
A 1.03 Bidding or Negotiating Phase
A. After acceptance by OWNER of the Bidding Documents and the most recent opinion of probable
Construction Cost as determined in the Design Phase,and upon written authorization by OWNER to proceed,
ENGINEER shall:
1. Assist OWNER in advertising for and obtaining bids for the Work.
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.
Perform or provide the following additional Bidding or Negotiating Phase tasks or deliverables:
a. Maintain a plan holders list
b. Issue bid documents to prospective bidders and up to three plan rooms as requested by OWNER
c. Recommend award to the OWNER.
d. Attend the Council meeting for award of the contract for the Project.
j. Modified)Attend the Mandatory Pre-Bid Conference and the Bid opening,prepare Bid tabulation sheets,
....emble contract documents, assist OWNER in both evaluating Bids or proposals and awarding
cuntracts for the Work.
6. (Added) Assist in connection with Bid protests, rebidding, or re-negotiating contracts for construction,
materials,equipment,or services.
B. (Modified) The Bidding or Negotiating Phase will be considered complete upon commencement of the
Construction Phase.
A 1.04 Construction Phase
A. Upon successful completion of the Bidding and Negotiating Phase, and upon written authorization from
OWNER,ENGINEER shall:
1. General Administration of Construction Contract. Consult with OWNER and act as OWNER's
representative as provided in the General Conditions. The extent and limitations of the duties,
responsibilities and authority of ENGINEER as assigned in said General Conditions shall not be
Page 5 of 9 Pages
(Exhibit A—ENGINEER's Services)
modified,except as ENGINEER may otherwise agree in writing. All of OWNER's instructions to
Contractor will be issued through ENGINEER,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.
2. (Modified) Selecting Independent Testing Laboratory. Assist OWNER in the selection of an
independent testing laboratory to perform the services identified in paragraph B2.01.0,if any.
3. Pre-Construction Conference. Participate in a Pre-Construction Conference prior to commencement
of Work at the Site.
a. Baselines and Benchmarks. As appropriate,establish control and temporary benchmarks for locating
the Work which in ENGINEER's judgment are necessary to enable Contractor to proceed.
5. Yisits to Site and Observation of Construction. 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 ENGINEER 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 ENGINEER,and the 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 ENGINEER in this Agreement and
the Contract Documents,but rather are to be limited to spot checking,selective sampling,and
similar methods of general observation of the Work based on ENGINEER's exercise of
professional judgment as assisted by the Resident Project Representative, if any. Based on
information obtained during such visits and such observations, ENGINEER will determine if
Contractor's work is proceeding in accordance with the Contract Documents,and ENGINEER
shall keep OWNER informed of the progress of the Work.
b. (Modified)The purpose of ENGINEER's visits to, and representation by the Resident Project
Representative,if any,at the Site,will be to enable ENGINEER to better carry out the duties and
responsibilities assigned to and undertaken by ENGINEER during the Construction Phase,and,
in addition, by the exercise of ENGINEER's efforts as an experienced and qualified design
professional,to provide for OWNER a greater degree of confidence that the completed Work
will substantially conform to the Contract Documents and that the integrity of the design concept
of the completed Project as a functioning whole as indicated in the Contract Documents has
been implemented and preserved by Contractor. ENGINEER 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 ENGINEER 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 furnishing and
performing the Work. Accordingly, ENGINEER neither guarantees the performance of any
Contractor nor assumes responsibility for any Contractor's failure to furnish and perform its
work in accordance with the Contract Documents. .
6. (Modified) Defective Work. Recommend to OWNER that Contractor's work be disapproved and
rejected while it is in progress if,on the basis of such observations,ENGINEER believes that such
work will not produce a completed Project that substantially conforms to the Contract Documents or
that it will prejudice the integrity of the design concept of the completed Project as a fuunctioning
whole as indicated in the Contract Documents.
Page 6 of 9 Pages
(Exhibit A--ENGINEER's Services)
7. Clarifications and Interpretations,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 from
the Contract Documents. ENGINEER may issue Field Orders authorizing minor variations from the
requirements of the Contract Documents.
8. Change Orders and Work Change Directives. Recommend Change Orders and Work Change
Directives to OWNER, as appropriate,and prepare Change Orders and Work Change Directives as
required.
9. Shop Drawings and Samples. 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
conformance with the information 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. Such reviews and approvals or other action will not extend to means, methods,
techniques, sequences or procedures of construction or to safety precautions and programs incident
thereto. ENGINEER has an obligation to meet any Contractor's submittal schedule that has earlier
been acceptable to ENGINEER.
10. Substitutes and "or-equal." Evaluate and determine 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 deemed
reasonably necessary, and receive and review all certificates of inspections, tests, and approvals
required by Laws and Regulations or the Contract Documents. ENGINEER's review of such
certificates will be for the purpose of determining that the results certified indicate compliance with
the Contract Documents and will not constitute an independent evaluation that the content or
procedures of such inspections, tests, or approvals comply with the requirements of the Contract
Documents. ENGINEER shall be entitled to rely on the results of such tests.
12. (Modified)Disagreements between OWNER and Contractor. 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,ENGINEER shall be fair and not show
partiality to OWNER or Contractor.
13. ENGINEER will prepare schedule updates and activity reports that will be submitted with
monthly invoices.
14. Applications for Payment. Based on ENGINEER'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 ENGINEER recommends Contractor be paid. Such
recommendations of payment will be in writing and will constitute ENGINEER's representation
to OWNER, based on such observations and review, that, to the best of ENGINEER's
knowledge,information and belief,Contractor's work has progressed to the point indicated,the
quality of such work is substantially in accordance with the 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 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 ENGINEER's
responsibility to observe Contractor's work. In the case of unit price work, ENGINEER's
recommendations of payment will include final determinations of quantities and classifications
Page 7 of 9 Pages
(Exhibit A--ENGINEER's Services)
of Contractor's work (subject to any subsequent adjustments allowed by the Contract
Documents). The responsibilities of ENGINEER contained in paragraph A1.04.A.5.a are
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.
b. By recommending any payment,ENGINEER shall not thereby be deemed to have represented
that observations made by ENGINEER to check the quality or quantity of Contractor's work as
it is performed and famished 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 ENGINEER in this Agreement and the Contract Documents. Neither
ENGINEER's review of Contractor's work for the purposes of recommending payments nor
ENGINEER's recommendation of any payment including final payment will impose on
ENGINEER 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 famishing and performing the Work. It will also not impose responsibility on
ENGINEER 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
Hens,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.
15. Contractor's Completion Documents.
a. (Modified)Receive and review maintenance and operating instructions,schedules,and guarantees as
prepared by the Contractor in accordance with the Contract Documents. Engineer will compile this
information 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,
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 ENGINEER's review will be limited as provided in
paragraph A 1.04.A.9.
c. ENGINEER shall transmit these documents to OWNER within thirty days of receipt of documents
from Contractor.
d. (Added)Preparing and furnishing to OWNER Record Drawings electronically in a format approved
by the OWNER and on mylar showing appropriate record information based on Project annotated
record documents received from Contractor.
16. Substantial Completion. Promptly after notice from Contractor that Contractor considers the entire Work
ready for its intended use,in company with OWNER and Contractor,conduct an inspection to determine
if the Work is Substantially Complete. If after considering any objections of OWNER, ENGINEER
considers the Work Substantially Complete, ENGINEER shall deliver a certificate of Substantial
Completion to OWNER and Contractor.
17. (Modified) Final Notice of Acceptability of the Work. Conduct a final inspection to determine if the
completed Work of Contractor is acceptable so that ENGINEER may recommend, in writing, final
payment to Contractor. Accompanying the recommendation for final payment, ENGINEER shall also
provide a notice in the form attached hereto as Exhibit E(the"Notice of Acceptability of Work')that to
the best of ENGINEER's knowledge,information and belief and upon the exercise of ENGINEER'S due
diligence,the Work is acceptable and is in compliance with the Contract Documents.
Page 8 of 9 Pages
(Exhibit A—ENGINEER's Services)
B. Duration of Construction Phase. The Construction Phase will commence with the execution of the first
Construction Agreement for the Project or any part thereof and will terminate upon final payment to
Contractors. If the Project involves more than one prime contract as indicated in paragraph A1.02.C,
Construction Phase services may be rendered at different times in respect to the separate contracts.
C. Limitation of Responsibilities. ENGINEER 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 performing or
furnishing any of the Work. ENGINEER shall not be responsible for failure of any Contractor to perform or
furnish the Work in accordance with the Contract Documents.
PART 2—ADDITIONAL SERVICES
A2.01 Additional Services Requiring OWNER's Authorization in Advance
Not included
A2.02 Required Additional Services
Not included
Page 9 of 9 Pages
(Exhibit A—ENGINEER's Services)
This is EXHIBIT B, consisting of 2 pages, referred to in and
part of the Agreement between OWNER and ENGINEER
for Professional Services dated
Initial:
OWNER
ENGINEER
OWNER's Responsibilities
Article 2 of the Agreement is amended and supplemented to include the following agreement of the parties.
B2.01 In addition to other responsibilities of OWNER as set forth in this Agreement,OWNER shall:
A. Provide ENGINEER with all criteria and full information as to OWNER's requirements for the Project,
including design objectives and constraints, space, capacity and performance requirements, flexibility, and
expandability, and any budgetary limitations; and firmish copies of all design and construction standards which
OWNER will require to be included in the Drawings and Specifications; and furnish copies of OWNER's standard
forms,conditions,and related documents for ENGINEER to include in the Bidding Documents,when applicable.
B. Furnish to ENGINEER any other available information pertinent to the Project including reports and data
relative to previous designs, or investigation at or adjacent to the Site. 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 ENGINEER's assessment of initially-available Project information and data and upon
ENGINEER's written request;furnish or otherwise make available such additional available Project related information
and data as is reasonably required to enable ENGINEER to complete its Basic and Additional Services.
1. (Deleted).
2. (Deleted).
3. (Deleted).
4. (Deleted).
5. (Deleted).
6. (Deleted).
D. (Deleted).
E. (Modified)Authorize ENGINEER to provide Additional Services as set forth in Part 2 of Exhibit A of the
Agreement as the OWNER determines is necessary.
F. (Modified)Arrange for access to and make all provisions for ENGINEER to enter upon public and private
property as required for ENGINEER to perform services under the Agreement.
G. Examine all alternate solutions, studies, reports, sketches, Drawings, Specifications, proposals, and other
documents presented by ENGINEER (including obtaining advice of an attorney, insurance counselor, and other
advisors or consultants as OWNER deems appropriate with respect to such examination)and render in writing timely
decisions pertaining thereto.
Page I of 2 Pages
(Exhibit B—OWNER's Responsibilities)
H. (Deleted).
1. -(Deleted).
J. Advise ENGINEER of the identity and scope of services of any independent consultants employed by
OWNER to perform or furnish services in regard to the Project,including,but not limited to,cost estimating,project
peer review,value engineering,and constructability review.
J. Deleted
K. Deleted
L. Deleted
N. Deleted
O.(Added)OWNER shall:
• Provide personnel and equipment for excavation to verify plant utilities and yard piping.
• Participate in workshops.
• Coordinate with City departments for Flood Plain Management,Building Permits,etc.
Nothing contained in this Exhibit or in the Agreement shall be construed to require the OWNER to provide any
records or data 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
Page 2 of 2 Pages
(Exhibit B—OWNER's Responsibilities)
This is EXHIBIT C,consisting of 2 pages,referred to in and
part of the Agreement between OWNER and ENGINEER
for Professional Services dated
Initial:
OWNER
ENGINEER
Payments to ENGINEER for Services and Reimbursable Expenses
Article 4 of the Agreement is amended and services of ENGINEER's Consultants (with the
supplemented to include the following agreement of exception of those outlined in paragraph C4.05),
the parties: if any. Appropriate amounts have been
incorporated in the cost not to exceed to account
ARTICLE 4—PAYMENTS TO THE ENGINEER for labor,overhead,and profit.
C4.01 For Basic Services Having A Determined 4. Deleted.
Scope — Cast not to Exceed Method of
Payment 5. The portion of the amount billed for
ENGINEER's services will be based upon total
A. OWNER shall pay ENGINEER for Basic services actually completed during the billing
Services set forth in Exhibit A as follows: period, which shall be a calendar month.
Invoices shall be tendered no more often than
1. (Modified) A cost not to exceed once a month for all of the services performed
amount of $353.174.00. based upon the rate during the applicable month.
schedule, which is attached as Appendix 1 of
Exhibit C and incorporated herein for all intents
and purposes. This amount does not include C4.02 For Basic Services Having An Undetermined
those ENGINEER'S Consultant's charges as Scope--Direct Labor Costs Times a Factor
provided below in this Article 4, Subparagraph Method of Payment
C4.05. The cost not to exceed will be distributed
at the completion of each of the phases in an A. (Deleted).
amount not exceeding the following for each
task: C4.03 For Additional Services
a. Design Phase A. OWNER shall pay ENGINEER for
Task 1......................................$ 8,378 Additional Services as follows:
Task 2.....................................$ 10,432
Task 4...................................... $214,394 1. General. For services of ENGINEER's
Task 5......................................$ 21,640 employees engaged directly on the Project
Task 6......................................$ 6,322 pursuant to paragraph A2.01 or A2.02 of Exhibit
b. Bidding or Negotiating Phase ....... $ 17,873 A of the Agreement, except for services as a
c. Construction Phase..........................$ 74,135 consultant or witness under paragraph
A2.0l.A.13, an amount based upon the actual
2. (Modified) ENGINEER may with the hours worked and the rate schedule, which is
consent of OWNER alter the distribution of attached as Appendix 1 of Exhibit C and
compensation between individual phases noted incorporated herein for all intents and purposes
herein to be consistent with services actually plus Reimbursable Expenses. Additional
rendered,but shall not exceed the total cost not Services shall not be performed without the prior
to exceed amount unless approved in writing by written consent of the OWNER. Additional
the OWNER. services which may be authorized in accordance
with this section shall not exceed$0.
3. The cost not to exceed includes
compensation for ENGINEER's services and 2. (Deleted).
Page l of 2 Pages
(Exhibit C-Basic Services With Determined Scope--Cost not to exceed Method)
ENGINEER times a Factor of 1.1. The consultant
C4.04 For Reimbursable Expenses charges shall not exceed the following amounts
specified for each of the following services, unless
A. (Modified) When not included in approved in writing by the OWNER. The charges
compensation for Basic Services under paragraph include the factor and are as follows:
C4.01, OWNER shall pay ENGINEER for
Reimbursable Expenses as the rate set forth in a. Design Phase
Appendix 2 of this Exhibit C. Before the OWNER Task 3 Geotechnical.............................$9,873
shall be liable for any reimbursable expenses, the Task 7 Building Design......................$55,275
ENGINEER must obtain prior written approval of the
OWNER of any expense that exceeds $1,000 for
which the ENGINEER seeks reimbursement. C4.06 Direct Labor Costs
Reimbursable Expenses shall not exceed the
following for the Project, whether incurred by the A. (Deleted).
ENGINEER or ENGINEER's consultant(s):
B. (Deleted).
a. Design Phase
Task 1..........................................S 80 4.07 Factors
Task 2...........................................$ 1,362
Task 4.......................................... $2,038 A. (Deleted).
Task5..........................................$ 44
Task6..........................................S 0 B. (Deleted).
b. Bidding or Negotiating Phase ........... $3,800
c. Construction Phase..............................S 3,100 C4.08 Other Provisions Concerning Payment
A. Progress Payments. The portion of the
B. (Modified) Reimbursable Expenses include amounts billed for services which are identified in
the following categories:mileage,parking,tolls,long paragraphs C4.01,C4.03,and C4.05 will be based on
distance, reproduction of Drawings, Specifications, the rate schedule for the cumulative hours charged to
Bidding Documents,and similar Project-related items the Project during the billing period by all of
in addition to those required under Exhibit A,and, if ENGINEER's employees plus Reimbursable
authorized in advance by OWNER. Expenses and ENGINEER's Consultant's charges, if
any.
C. The amounts payable to ENGINEER for
Reimbursable Expenses will be the Project-related
internal expenses actually incurred or allocated by
ENGINEER based upon the rate schedule for
reimbursable expenses, plus all invoiced external
Reimbursable Expenses allocable to the Project, the
latter multiplied by a Factor of 1.1.
D. (Deleted).
E. (Added) The OWNER must approve all
travel expenses in writing before the same are
incurred. If such approval is not obtained, the
OWNER shall not be liable for such travel expenses.
C4.05 For ENGINEER's Consultant's Charges
A. (Modified) Whenever compensation to
ENGINEER herein is stated to include charges of
ENGINEER's Consultants,those charges shall be the
amounts billed by ENGINEER's Consultants to
Page 2 of 2 Pages
(Exhibit C-All Other Services/Charges—Cost not to Exceed Method of Payment)
APPENDIX I OF EXHIBIT C
RATESCHEDULE
Administrative $100
Technician T1 $ 64
Technician T2 S 76
Technician 73 $ 83
Technician T4 $ 96
Technician T5 $108
Technician T6 S 137
Technician 77 S145
Technician T8 S 186
En ineer/ScientistArchitect 1 5100
En ineer/ScientistArchitect 2 $110
Ea ' eer/ScientisUArchitect 3 S 115
Engineer/Scientist/Architect 4 $127
Engineer/Scientist/Architect 5 S162
Sr.Project Engineer/Scientist/Architect 6 S170
Associate $225
Senior Associate $275
Officer S315
Page 1 of 1 Pages
(Appendix 1 of Exhibit C—Hourly Rates)
APPENDIX 2 OF EXHIBIT C
REIMBURSEMENT OF COSTS
Reproduction and Deliveries:Cost plus 10%
Mileage:IRS Rate
Travel:Cost
Page 1 of 1 Pages
(Appendix 2 of Exhibit C—Consultant's Hourly Rates)
This is EXHIBIT G,consisting of 1 pages,referred to in and
part of the Agreement between OWNER and ENGINEER
for Professional Services dated
Initial:
OWNER
ENGINEER
Insurance
Paragraph 6.05 of the Agreement is amended and supplemented to include the following agreement of the parties.
G6.05 Insurance
Throughout the term of this Agreement, the ENGINEER at its own expense shall purchase, maintain and keep in
force and effect insurance against claims for injuries to or death of persons or damages to property which may arise
out of or result from the ENGINEER's operations and/or performance of the work under this Agreement, whether
such operations and/or performance be by the ENGINEER, its agents, representatives, volunteers, employees or
subcontractors or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of
them may be liable.
The ENGINEER's insurance coverage shall be primary insurance with respect to the OWNER, its officers, agents
and employees. Any insurance or self-insurance maintained by the OWNER, its officials, agents and employees
shall be considered in excess of the ENGINEER's insurance and shall not contribute to it. Further,the ENGINEER
shall include all subcontractors as additional insureds under its commercial general liability policies or shall furnish
separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all
of the requirements stated herein.
The following is a list of standard insurance policies along with their respective minimum coverage amounts
required in this contract:
Commercial General Liability(CGL)
General Aggregate: $2,000,000
Products&Completed Operations: S1,000,000
Personal&Advertising Injury: $1,000,000
Per Occurrence: $500,000
a. Coverage shall be at least as broad as ISO CO 00 01 10 93
b. No coverage shall be excluded from standard policy without notification of individual exclusions being
attached for review and acceptance.
Business Automobile Policy(BAP)
Combined Single Limits: S 1,000,000
a. Coverage for"Any Auto."
Workers'Compensation Insurance
Statutory Limits
Employer's Liability$500,000
Waiver of Subrogation required
Errors&Omissions(E&O)
Limit: $1,000,000
a. For all engineers,and/or design companies.
b. Claims-made form is acceptable.
c. Coverage will be in force for three(3)years after project is completed
Page I of 2 Pages
(Exhibit G-Insurance)
Upon execution of this contract, ENGINEER shall file with the OWNER valid Certificates of Insurance and
endorsements acceptable to the OWNER. Such Certificates shall contain a provision that coverage afforded under
the policies will not be canceled,suspended, voided, or reduced until at least thirty(30)days' prior written notice
has been given to the OWNER via certified mail,return receipt requested.
The ENGINEER shall also file with the OWNER valid Certificates of Insurance covering all subcontractors.
The following are general requirements applicable to all policies:
a. AM Best Rating of B+:VII or better.
b. Insurance carriers licensed and admitted to do business in State of Texas will be accepted.
c. Liability policies will be on occurrence form. E&0 can be on claims-made form.
d. The Baytown Area Water Authority,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 the Baytown Area Water Authority, certified copies of all insurance
policies and/or certificates of insurance shall be furnished to the Baytown Area Water Authority's
representative. Certificates of insurance showing evidence of insurance coverage shall be provided to the
Baytown Area Water Authority's representative prior to execution of this agreement.
f. Upon request of and without cost to the Baytown Area Water Authority,loss runs(claims listing)of any and/or
all insurance coverage shall be furnished to the Baytown Area Water Authority'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 OWNER and ENGINEER
for Professional Services dated
Initial:
OWNER
ENGINEER JMT—
ENGINEER 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
ENGINEER OR THE ENGINEER'S AGENT, CONSULTANT
UNDER CONTRACT, OR ANOTHER ENTITY-OVER WHICH THE
ENGINEER EXERCISES CONTROL (COLLECTIVELY
ENGINEER'S PARTIES). IT IS THE EXPRESSED INTENTION OF
THE PARTIES HERETO, BOTH ENGINEER AND OWNER, THAT
THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH IS
INDEMNITY BY ENGINEER TO INDEMNIFY AND PROTECT
OWNER FROM THE CONSEQUENCES OF ENGINEER'S
PARTIES' OWN WILLFUL MISCONDUCT, JOINT OR SOLE
NEGLIGENCE AS WELL AS THE ENGINEER'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 ENGINEER'S PARTIES. IN THE
EVENT THAT ANY ACTION OR PROCEEDING IS BROUGHT
AGAINST THE OWNER FROM WHICH THE OWNER IS
INDEMNIFIED ENGINEER FURTHER AGREES AND
Page 1 of 2 Pages
(Exhibit K-Indemnification)
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 be construed so as to limit or
waive OWNER'S sovereign Immunity. ENGINEER assumes full responsibility for
its work performed hereunder and hereby releases, relinquishes and discharges
OWNER,Its officers, agents, and employees from all claims, demands,and causes of
action of every kind and character for any injury to or death of any person and/or
any loss of or damage to any property that Is caused by or alleged to be caused by,
arising out of, or In connection with ENGINEER's work to be performed
hereunder. This release shall apply with respect to ENGINEER's work regardless
of whether said claims, demands, and causes of action are covered in whole or in
part by insurance.
The protections afforded to OWNER In this Exhibit K shall control and supersede
any apportionment of liability or release of liability contained elsewhere in the
Contract Documents. Furthermore, the provisions contained in this Exhibit "K"
shall survive the termination and/or expiration of this Agreement.
Page 2 of 2 Pages
(Exhibit K-Indemnification)
STANDARD FORM OF AGREEMENT
BETWEEN OWNER AND ENGINEER
FOR
PROFESSIONAL SERVICES
THIS AGREEMENT effective as of the day o$�,2011 ("Effective Date").
Between
Baytown Area Water Authority ("OWNER")
and
Malcolm Pirnie, Inc. ("ENGINEER")
ENGINEER shall perform professional services necessary for the Baytown Area Water Authority Water Treatment
Plant("WTP") Power Distribution System Improvements Project, which includes design, bidding and construction
phase services associated with the following improvements:
➢ Primary Electrical Building - A single story, CMU-construction building with an approximate area of
1,500 square feet(sf) to house electrical equipment for the incoming 12.4 KV 3 phase service to the Water
Treatment Plant, electrical panels, and switches for the emergency generators (generators to be provided
under a separate project). The building will include a 300 sf instrument workshop/office and will be sized
to house future MCC and variable frequency drives for the high service pumps, and future capacitors for
power factor correction;
➢ Underground Feeders to Load Centers - Replacement of the existing overhead power lines with
underground conduit and wire in concrete ductbanks. The underground feeders will run from the Primary
Electrical Building to the following load centers:
• MCC-1 at the Canal Pump Station,
• MCC-2 at the Forebay Pump Station,
• MCC-3 in the Old Chemical Building Maintenance Shop,
• MCC-4/5 near the Transfer Pump Station,
• DPA near the Administration Building,
• MCC-6 near the Ground Storage Tanks and Emergency Generator,and
• Existing High Service Pump Station transformer;
➢ Auxiliary connectors for portable emergency generators at the load centers;and
➢ Pad-mounted transformers at the load centers(except at the High Service Pump Station).
("Project').
OWNER and ENGINEER in consideration of their mutual covenants as set forth herein agree as follows:
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 1 of 12
TABLE OF CONTENTS Page
ARTICLE1 -SERVICES OF ENGINEER........................................................................................................................3
1.01 Scope.................................................................................................................................................................3
ARTICLE2-OWNER'S RESPONSIBILITIES................................................................................................................3
2.01 General..............................................................................................................................................................3
ARTICLE 3-TIMES FOR RENDERING SERVICES......................................................................................................3
3.01 General..............................................................................................................................................................3
3.02 Suspension.........................................................................................................................................................3
ARTICLE4-PAYMENTS TO ENGINEER......................................................................................................................3
4.01 Methods of Payment for Services and Reimbursable Expenses of ENGINEER............................................3
4.02 Other Provisions Concerning Payments...........................................................................................................3
ARTICLE5-OPINIONS OF COST...................................................................................................................................4
5.01 Opinions of Probable Construction Cost.........................................................................................................4
5.02 Designing to Construction Cost Limit.............................................................................................................4
5.03 Opinions of Total Project Costs.......................................................................................................................4
ARTICLE 6-GENERAL CONSIDERATIONS................................................................................................................4
6.01 Standards of Performance.................................................................................................................................4
6.02 Authorized Project Representatives..................................................................................................................5
6.03 Design without Construction Phase Services...................................................................................................5
6.04 Use of Documents.............................................................................................................................................5
6.05 Insurance............................................................................................................................................................6
6.06 Termination.......................................................................................................................................................6
6.07 Controlling Law................................................................................................................................................
6.08 Successors,Assigns,and Beneficiaries............................................................................................................6
6.09 Dispute Resolution............................................................................................................................................
6.10 Hazardous Environmental Condition...............................................................................................................7
6.11 Allocation of Risks............................................................................................................................................
6.12 Notices...............................................................................................................................................................7
6.13 Survival..............................................................................................................................................................7
6.14 Severability........................................................................................................................................................7
6.15 Waiver...............................................................................................................................................................7
6.16 Headings............................................................................................................................................................8
ARTICLE7- DEFINITIONS.............................................................................................................................................8
7.01 Defined Terms..................................................................................................................................................8
ARTICLE 8-EXHIBITS AND SPECIAL PROVISIONS.................................................................................................9
8.01 Exhibits Included...............................................................................................................................................9
8.02 Total Agreement.............................................................................................................................................. 10
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 2 of 12
ARTICLE 1 -SERVICES OF ENGINEER causes or contributes to the delay or suspension, ENGINEER
shall have no right to seek additional compensation.
1.01 Scope ARTICLE 4-PAYMENTS TO ENGINEER
A. ENGINEER shall provide the Basic and Additional
Services set forth herein and in Exhibit A. 4.01 Methods of Payment for Services and
Reimbursable Expenses of ENGINEER
B. Upon issuance of a notice to proceed by the
OWNER, ENGINEER is authorized to begin Basic Services A. For Basic Services. OWNER shall pay ENGINEER
as set forth in Exhibit A. for Basic Services performed or furnished under Exhibit A,
Part 1,as set forth in Exhibit C.
C. (Deleted).
B. For Additional Services. OWNER shall pay
ARTICLE 2-OWNER'S RESPONSIBILITIES ENGINEER for Additional Services performed or furnished
under Exhibit A,Part 2,as set forth in Exhibit C.
2.01 General C.(Modified) For Reimbursable Expenses. In
addition to payments provided for in paragraphs 4.01.A and
A. OWNER shall have the responsibilities set forth 4.01.B, OWNER shall pay ENGINEER for Reimbursable
herein and in Exhibit B. Expenses incurred by ENGINEER and ENGINEER's
Consultants as set forth in Exhibit C. However,all expenses
associated with meals and lodging must be approved in
-Al TiL L E 3-TIMES FOR RENDERING SERVICES writing by OWNER prior to ENGINEER incurring any
_ expense associated therewith; otherwise, the parties hereto
agree and understand that OWNER shall not be liable and
3.01 General ENGINEER shall not make a claim against OWNER for any
such expenses.
A. (Modified) ENGINEER's services and
compensation under this Agreement have been agreed to 4.02 Other Provisions Concerning Payments
perform the services required herein for the Project.
ENGINEER's obligation to render services hereunder will be A. Preparation of Invoices. Invoices will be prepared
for whatever period necessary for the final completion of said in accordance with OWNER's standard processing practices
services. and will be submitted to OWNER monthly via mail or email
by ENGINEER, unless otherwise agreed. ENGINEER shall
B. (Deleted). supply detailed back-up information along with each invoice
in order for the OWNER to effectively evaluate the fees and
C. (Modified)For purposes of this Agreement the term charges. The amount billed in each invoice will be calculated
"day"means a calendar day of 24 hours. as set forth in Exhibit C.
3.02 Suspension B.(Modified) Payment of Invoices. Invoices are due
and payable within 30 days after the receipt of the invoice and
A.(Deleted) the necessary backup information. If OWNER fails to make
any payment due ENGINEER for services and expenses
B. (Modified) If ENGINEER's services are delayed or within 30 days after receipt of ENGINEER's invoice and the
suspended in whole or in part by OWNER, ENGINEER may required backup documentation therefor, the amounts due
be entitled to equitable adjustment of rates and amounts of ENGINEER will accrue interest at the rate set forth in
compensation provided for elsewhere in this Agreement to Section 2251.025 of the Texas Government Code (or the
reflect, reasonable costs incurred by ENGINEER in maximum rate of interest permitted by law, if less) after the
connection with, among other things, such delay or 30th day. ENGINEER may after giving seven days' written
suspension and reactivation and the fact that the time for notice to OWNER suspend services under this Agreement
performance under this Agreement has been revised, unless until ENGINEER has been paid in frill all amounts due for
such delay or suspension is caused in whole or in part by the services, expenses, and other related charges. However, it is
ENGINEER, its officers, agents, or employees. If Engineer expressly understood and agreed that ENGINEER will not
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 3 of 12
charge any interest or penalty as set forth herein on any ENGINEER under this Agreement, and the ENGINEER
portion of an invoice that is disputed and/or withheld in waives any recourse therefor.
accordance with paragraph 4.02 and that ENGINEER will not
suspend services under the agreement on account of a
disputed invoice or on account of monies withheld. All ARTICLE 5-OPINIONS OF COST
payments will be credited first to principal and then to
interest.
5.01 Opinions of Probable Construction Cost
C. Disputed Invoices. In the event of a disputed or
contested invoice, only that portion so contested may be A. ENGINEER's opinions of probable Construction
withheld from payment, and the undisputed portion will be Cost provided for herein are to be made on the basis- of
paid. ENGINEER's experience and qualifications and represent
ENGINEER's best judgment as an experienced and qualified
D. Payments Upon Termination. professional generally familiar with the industry. However,
since ENGINEER has no control over the cost of labor,
1. In the event of any termination under section materials, equipment, or services fuurnished by others,or over
6.06, ENGINEER will be entitled to invoice OWNER the Contractor's methods of determining prices, or over
and will be paid in accordance with Exhibit C for all competitive bidding or market conditions, ENGINEER
services performed or furnished and all Reimbursable cannot and does not guarantee that proposals, bids, or actual
Expenses incurred through the effective date of Construction Cost will not vary from opinions of probable
termination; provided all instruments of service have Construction Cost prepared by ENGINEER. If OWNER
been tendered to the OWNER. wishes greater assurance as to probable Construction Cost,
OWNER shall employ an independent cost estimator as
2. (Deleted) provided in Exhibit B.
E.(Modified) Records of ENGINEER's Costs. 5.02 Designing to Construction Cost Limit
4' FNGINEER's costs pertinent to ENGINEER's
compensai finder this Agreement shall be kept in A. (Deleted)
accordance ; a generally accepted accounting practices.
Copies of such records will be made available to OWNER 5.03 Opinions of Total Project Costs
upon request at no cost to OWNER.
A. (Deleted)
F. Legislative Actions. In the event of legislative
actions after the Effective Date of the Agreement by any level ARTICLE 6-GENERAL CONSIDERATIONS
of government that impose taxes, fees, or costs on
ENGINEER's services or other costs in connection with this
Project or compensation therefor, such new taxes, fees, or 6.01 Standards of Performance
costs shall be invoiced to and paid by OWNER as a
Reimbursable Expense to which a Factor of 1.0 shall be A. (Modified) The standard of care for all professional
applied. Should such taxes, fees, or costs be imposed, they engineering and related services performed or furnished by
shall be *in addition to ENGINEER's estimated total ENGINEER under this Agreement will be the care and skill
compensation. ordinarily used by members of ENGINEER's profession
practicing under similar circumstances at the same time and in
G. Added Indebtedness. If ENGINEER, at an time the same locality.
(Added) y
during the term of this agreement,incurs a debt,as the word B. (Modified) ENGINEER shall be responsible for the
is defined in section 2-662 of the Code of Ordinances of the (
City of Baytown, it shall immediately notify the OWNER's technical accuracy of its services and documents resulting
�' y y therefrom, and OWNER shall not be responsible for
Director of Finance in writing. If the OWNER's Director of discoveringdeficiencies therein. ENGINEER shall correct
Finance becomes aware that the ENGINEER has incurred a
debt the OWNER's Director of Finance shall immediate/ such deficiencies without additional compensation except to
' y the extent such action is directly attributable to deficiencies in
notify the ENGINEER in writing. If the ENGINEER does OWNER-furnished information upon which ENGINEER is
not pay the debt within 30 days of either such notification, authorized to relyas provided in Section 6.01.E.
the OWNER's Director of Finance may deduct fiends in an
amount equal to the debt from any payments owed to the
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 4 of 12
C. ENGINEER shall perform or furnish professional and programs incident to the Contractor's work in progress,
• engineering and related services in all phases of the Project to nor for any failure of Contractor to comply with Laws and
which this Agreement applies. ENGINEER shall serve as Regulations applicable to Contractor's furnishing and
OWNER's prime professional for the Project. ENGINEER performing the Work.
may employ such ENGINEER's Consultants as ENGINEER
deems necessary to assist in the performance or furnishing of J.(Modified)ENGINEER neither guarantees the
the services. ENGINEER shall not be required to employ any performance of any Contractor nor assumes responsibility for
ENGINEER's Consultant unacceptable to ENGINEER. any Contractor's failure to fumish and perform the Work in
accordance with the Contract Documents. However,nothing
D. ENGINEER and OWNER shall comply with contained in this paragraph shall be construed so as to absolve
applicable Laws or Regulations and OWNER-mandated ENGINEER from liability for any such failure about which
standards. This Agreement is based on these requirements as ENGINEER knew or should have known existed in the
of its Effective Date. Changes to these requirements after the exercise of ENGINEER's services under this Agreement.
Effective Date of this Agreement -may be the basis for
modifications to OWNER's responsibilities or to K. (Modified) ENGINEER shall not be responsible for
ENGINEER's scope of services, times of performance, or the acts or omissions of any Contractor(s), subcontractor or
compensation. supplier,or of any of the Contractor's agents or employees or
any other persons (except ENGINEER's own employees and
E.(Modified) OWNER shall be responsible for, and its consultants for which it is legally liable) at the Site or
ENGINEER may rely upon, the accuracy and completeness otherwise furnishing or performing any of the Contractor's
of all requirements, programs, instructions, reports, data, and work; or for any decision made on interpretations or
other information fiunished by OWNER to ENGINEER clarifications of the Contract Documents given by OWNER
pursuant to this Agreement, unless expressly stated or without consultation and advice of ENGINEER.
communicated otherwise by OWNER. ENGINEER may use
such requirements, reports, data, and information in L.(Modified) The General Conditions for any
performing or furnishing services under this Agreement. construction contract documents prepared hereunder are to be
the Standard Form of Agreement between Owner and
F. OWNER shall make decisions and carry out its other Contractor and as approved by OWNER in writing.
responsibilities in a timely manner and shall bear all costs
incident thereto so as not to delay the services of 6.02 Authorized Project Representatives
ENGINEER.
G.. Prior to the commencement of the Construction A. Contemporaneous with the execution of this
Phase, OWNER shall notify ENGINEER of any variations Agreement, ENGINEER and OWNER shall designate
from the language indicated in Exhibit E, "Notice of specific individuals to act as ENGINEER's and OWNER's
Acceptability of Work,"or of any other notice or certification representatives with respect to the services to be performed or
that ENGINEER will be requested to provide to OWNER or furnished by ENGINEER and responsibilities of OWNER
third parties in connection with the Project. OWNER and under this Agreement. Such individuals shall have authority
ENGINEER shall reach agreement on the terms of any such to transmit instructions, receive information, and render
requested notice or certification,and OWNER shall authorize decisions relative to the Project on behalf of each respective
such Additional Services as are necessary to enable party.
ENGINEER to provide the notices or certifications requested.
6.03 Design without Construction Phase Services
H. (Modified) ENGINEER shall not be required to sign
any documents, no matter by whom requested, that would (Deleted).
result in ENGINEER's having to certify, guarantee or
warrant the existence of conditions whose existence 6.04 Use of Documents
ENGINEER cannot ascertain;provided,that ENGINEER has
exercised due diligence and was not otherwise required to A. (Modified) Upon execution of this Agreement, the
certify,guarantee or warrant the existence of such conditions. ENGINEER grants to the OWNER an ownership interest in
the Instruments of Service. The ENGINEER shall obtain
I. During the Construction Phase, ENGINEER shall similar interests from the OWNER and the ENGINEER's
not supervise, direct, or have control over Contractor's work, consultants consistent with this Agreement. Within seven
nor shall ENGINEER have authority over or responsibility days of any termination or expiration of this Agreement, the
for the means, methods, techniques,sequences,or procedures ENGINEER shall be required to tender to OWNER all
of construction selected by Contractor, for safety precautions
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 5 of 12
Instruments of Service; provided OWNER has paid all
monies, excluding any disputed amount, due and owing to F. -(Modified) Any use of the Documents on any
ENGINEER in accordance with this Agreement. With such extension of the Project or on any other project shall be at
ownership interest, it is expressly understood by the parties OWNER's sole risk and OWNER hereby releases
hereto that the OWNER may use the Instruments of Service ENGINEER from any liability associated solely with the
for any purposes which the OWNER sees fit, including, but reuse of the Documents.
not limited to, subsequent construction, reconstruction,
alteration, and/or repairs of the Project. As a condition to the G. If there is a discrepancy between the electronic files
OWNER's use of the Instruments of Service, the OWNER and the hard copies,the hard copies govern.
hereby expressly agrees to remove the ENGINEER's name
and all references to the ENGINEER,and its consultants from H. Any verification or adaptation of the Documents for
the Documents. The OWNER hereby releases any and all extensions of the Project or for any other project will entitle
claims which the OWNER could make arising out of or in ENGINEER to further compensation at rates to be agreed
connection with any reuse of the documents by the OWNER. upon by OWNER and ENGINEER.
This release of claims for the matters covered in this
Paragraph 6.04.A shall be for the benefit of the ENGINEER, 6.05 Insurance
its officers, and employees and sub-consultants, as well as
their successors and assigns. A. ENGINEER shall procure and maintain insurance as
set forth in Exhibit G,"Insurance."
B. (Modified) Copies of OWNER-furnished data that
may be relied upon by ENGINEER are limited to the printed B. Not used.
copies that are delivered to ENGINEER pursuant to Exhibit B
unless otherwise expressly stated or communicated by C. Not used.
OWNER. Files in electronic media format of text, data,
graphics, or of other types that are furnished by OWNER to D. Not used.
ENGINEER are only for convenience of ENGINEER. Any
conclusion or information obtained or derived from such E. Not used.
electronic files will be at the user's sole risk.
F. At any time, OWNER may request that
C. Copies of Documents that may be relied upon by ENGINEER, at OWNER's sole expense, provide additional
OWNER are limited to the printed copies(also known as hard insurance coverage, increased limits, or revised deductibles
copies)that are signed or sealed by the ENGINEER. Files in that are more protective than those specified in Exhibit G. If
electronic media format of text, data, graphics, or of other so requested by OWNER, with the concurrence of
types that are furnished by ENGINEER to OWNER are only ENGINEER, and if commercially available, ENGINEER
for convenience of OWNER. Any conclusion or information shall obtain and shall require ENGINEER's Consultants to
obtained or derived from such electronic files will be at the obtain such additional insurance coverage, different limits, or
user's sole risk. revised deductibles for such periods of time as requested by
OWNER, and Exhibit G will be supplemented to incorporate
D. Because data stored in electronic media format can these requirements.
deteriorate or be modified inadvertently or otherwise without
authorization of the data's creator, the party receiving 6.06 Termination
electronic files agrees that it will perform acceptance tests or
procedures within 60 days, after which the receiving party A.(Modified) The obligations hereunder may be
shall be deemed to have accepted the data thus transferred. terminated:
The party delivering the electronic files will correct any errors
detected within the 60-day acceptance period. ENGINEER 1. For cause,
shall not be responsible to maintain documents stored in
electronic media format after acceptance by OWNER. a. (Modified) By either party upon 30 days'
written notice in the event of failure by the other
E. When transferring documents in electronic media party to perform in accordance with the terms hereof
format,ENGINEER makes no representations as to long-tern through no fault of the terminating party;or
compatibility, usability, or readability of documents resulting
from the use of software application packages, operating b. By ENGINEER upon seven days written
systems, or computer hardware differing from those used by notice if ENGINEER is being requested by
ENGINEER at the beginning of this Project.
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 6 of 12
OWNER to f imish or perform services contrary to 1. Nothing in this Agreement shall be construed to
ENGINEER's responsibility as a licensed create, impose, or give rise to any duty owed by
professional. OWNER or ENGINEER to any Contractor, Contractor's
subcontractor, supplier, other individual or entity, or to
c. Notwithstanding the foregoing, this any surety for or employee of any of them.
Agreement will not terminate as a result of such
substantial failure if the party receiving such notice 2. All duties and responsibilities undertaken
begins, within seven days of receipt of such notice, pursuant to this Agreement will be for the sole and
to correct its failure to perform and proceeds exclusive benefit of OWNER and ENGINEER and not
diligently to cure such failure within no more than for the benefit of any other party. The OWNER agrees
30 days of receipt thereof;provided,however,that if that the substance of the provisions of this paragraph
and to the extent such substantial failure cannot be 6.08.0 shall appear in the Contract Documents.
reasonably cured within such 30 day period, and if
such party has diligently attempted to cure the same 6.09 Not Used.
and thereafter continues diligently to cure the same
then the cure period provided for herein shall extend 6.10 Hazardous Environmental Condition
up to,but in no case more than 60 days after the date
of receipt of the notice. A. OWNER represents to Engineer that to the best of its
knowledge a Hazardous Environmental Condition does not
2. For convenience by OWNER effective upon the exist.
receipt of notice by ENGINEER.
B.(Modified) OWNER has disclosed to the best of
B. Not used. its knowledge and belief to ENGINEER the existence of all
Asbestos, PCB's, Petroleum, Hazardous Waste, or
6.07 Controlling Law Radioactive Material located at or near the Site, including
type,quantity and location.
A. This Agreement is to be governed by the law of the
state in which the Project is located. C.(Modified) If a Hazardous Environmental
Condition is encountered or alleged, ENGINEER shall have
6.08 Successors,Assigns,and Beneficiaries the obligation to notify OWNER on or before the next
business day of the same.
A. OWNER and ENGINEER each is hereby bound and
the partners, successors, executors, administrators and legal D. It is acknowledged by both parties that
representatives of OWNER and ENGINEER (and to the ENGINEER's scope of services does not include any services
extent permitted by paragraph 6.083 the assigns of OWNER related to a Hazardous Environmental Condition. In the event
and ENGINEER) are hereby bound to the other party to this ENGINEER or any other party encounters a Hazardous
Agreement and to the partners, successors, executors, Environmental Condition, ENGINEER may,at its option and
administrators and legal representatives (and said assigns) of without liability for consequential or any other damages,
such other party, in respect of all covenants, agreements and suspend performance of services on the portion of the Project
obligations of this Agreement. affected thereby until OWNER: (i) retains appropriate
specialist consultant(s) or contractor(s) to identify and, as
B. Neither OWNER nor ENGINEER may assign, appropriate, abate, remediate, or remove the Hazardous
sublet, or transfer any rights under or interest(including, but Environmental Condition; and(ii) warrants that the Site.is in
without limitation, moneys that are due or may become due) full compliance with applicable Laws and Regulations.
in this Agreement without the written consent of the other,
except to the extent that any assignment, subletting, or E. OWNER acknowledges that ENGINEER is
transfer is mandated or restricted by law. Unless specifically performing professional services for OWNER and that
stated to the contrary in any written consent to an assignment, ENGINEER is not and shall not be required to become an
no assignment will release or discharge the assignor from any "arranger," "operator," "generator," or "transporter" of
duty or responsibility under this Agreement. hazardous substances, as defined in the Comprehensive
Environmental Response, Compensation, and Liability Act of
C. Unless expressly provided otherwise in this 1990(CERCLA),which are or may be encountered at or near
Agreement: the Site in connection with ENGINEER's activities under this
Agreement.
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 7 of 12
ARTICLE 7- DEFINITIONS
F. If ENGINEER's services under this Agreement
cannot be performed because of a Hazardous Environmental
Condition, the existence of the condition shall justify 7.01 Defined Terms
ENGINEER's terminating this Agreement for cause on 30
days notice. A. Wherever used in this Agreement (including the
Exhibits hereto) and printed with initial or all capital letters,
6.11 Allocation of Risks the terms listed below have the meanings indicated, which
are applicable to both the singular and plural thereof:
A. (Modified) Indemnification. See Exhibit K.
1. Addenda--Written or graphic instruments issued
prior to the opening of Bids which clarify, correct, or change
6.12 Notices the Bidding Documents.
A. (Modified) Any notice required under this 2. Additional Services--The services to be performed
Agreement will be in writing, addressed to the appropriate for or furnished to OWNER by ENGINEER in accordance
party at its address on the signature page and given with Exhibit A,Part 2 of this Agreement.
personally, or by registered or certified mail postage prepaid,
or by a commercial courier service. Additionally, notices 3. Agreement--This "Standard Form of Agreement
may be given via facsimile or by electronic mail if such notice between OWNER and ENGINEER for Professional
is also given personally, or by registered or certified mail or Services,"including those Exhibits listed in Article 8 hereof
by a commercial courier service. All notices shall be effective
upon the date of receipt. 4. Application for Payment--The form acceptable to
ENGINEER which is to be used by Contractor in requesting
6.13 Survival progress or final payments for the completion of its Work and
which is to be accompanied by such supporting
A. (Modified) All express representations, documentation as is required by the Contract Documents.
indemnifications, and limitations of liability included in this
Agreement will survive its completion or termination for any 5. Asbestos--Any material that contains more than one
reason. percent asbestos and is friable or is releasing asbestos fibers
into the air above current action levels established by the
6.14 Severability United States Occupational Safety and Health Administration.
A. Any provision or part of the Agreement held to be 6. Basic Services--The services to be performed for or
void or unenforceable under any Laws or Regulations shall be furnished to OWNER by ENGINEER in accordance with
deemed stricken, and all remaining provisions shall continue Exhibit A,Part 1,of this Agreement.
to be valid and binding upon OWNER and ENGINEER,who
agree that the Agreement shall be reformed to replace such 7. Bid--The offer or proposal of the bidder submitted
stricken provision or part thereof with a valid and enforceable on the prescribed form setting forth the prices for the Work to
provision that comes as close as possible to expressing the be performed.
intention of the stricken provision.
8. Bidding Documents--The advertisement or invitation
6.15 Waiver to Bid, instructions to bidders, the Bid form and attachments,
the Bid bond, if any, the proposed Contract Documents, and
A. Non-enforcement of any provision by either party all Addenda,if any.
shall not constitute a waiver of that provision, nor shall it
affect the enforceability of that provision or of the remainder 9. Change Order--A document recommended by
of this Agreement. ENGINEER, which is signed by Contractor and OWNER to
authorize an addition,deletion or revision in the Work, or an
6.16 Headings adjustment in the Contract Price or the Contract Times,issued
on or after the Effective Date of the Construction Agreement.
A. The headings used in this Agreement are for general
reference only and do not have special significance. 10. Constniction Agreement--The written instrument
which is evidence of the agreement,contained in the Contract
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 8 of 12
Documents, between OWNER and Contractor covering the 17. Correction Period--The time after Final Completion
Work. during which Contractor must correct,at no cost to OWNER,
any Defective Work,normally one year after the date of Final
11. Construction Contract--The entire and integrated Completion or such longer period of time as may be
written agreement between the OWNER and Contractor prescribed by Laws or Regulations or by the terms of any
concerning the Work. applicable special guarantee or specific provision of the
Contract Documents.
12. Construction Cost--The cost to OWNER of those
portions of the entire Project designed or specified by 18. Defective--An adjective which, when modifying the
ENGINEER. Construction Cost does not include costs of word Work, refers to Work that is unsatisfactory, faulty, or
services of ENGINEER or other design professionals and deficient, in that it does not conform to the Contract
consultants, cost of land, rights-of-way, or compensation for Documents, or does not meet the requirements of any
damages to properties, or OWNER's costs for legal, inspection, reference standard, test, or approval referred to in
accounting, insurance counseling or auditing services, or the Contract Documents, or has been damaged prior to
interest and financing charges incurred in connection with the ENGINEER's recommendation of final payment.
Project, or the cost of other services to be provided by others
to OWNER pursuant to Exhibit B of this Agreement. 19. Documents--Data,reports,Drawings,Specifications,
Construction Cost is one of the items comprising Total Record Drawings, and other deliverables, whether in printed
Project Costs. or electronic media format, provided or furnished in
appropriate phases by ENGINEER to OWNER pursuant to
13. (Modified) Contract Documents--Documents that this Agreement.
establish the rights and obligations of the parties engaged in
construction and include the Construction Agreement 20. Drawings--That part of the Contract Documents
between OWNER and Contractor and all documents prepared or approved by ENGINEER which graphically
referenced therein, Addenda (which pertain to the Contract shows the scope, extent, and character of the Work to be
Documents), Contractor's Bid (including documentation performed by Contractor. Shop Drawings are not Drawings
accompanying the Bid and any post-Bid documentation as so defined.
submitted prior to the notice of award) when attached as an
exhibit to the Construction Agreement, the notice to proceed, 21. Effective Date of the Construction Agreement--The
the bonds, appropriate certifications, insurance documents date indicated in the Construction Agreement on which it
the General Conditions, the Supplementary Conditions, the becomes effective, but if no such date is indicated, it means
Specifications and the Drawings as the same are more the date on which the Construction Agreement is signed and
specifically identified in the Construction Agreement, delivered by the last of the two parties to sign and deliver.
together with all Written Amendments,Change Orders,Work
Change Directives, Field Orders, and ENGINEER's written 22. Effective Date of the Agreement--The date indicated
interpretations and clarifications issued on or after the in this Agreement on which it becomes effective, but if no
Effective Date of the Construction Agreement. Approved such date is indicated, it means the date on which the
Shop Drawings and the reports and drawings of subsurface Agreement is signed and delivered by the last of the two
and physical conditions are not Contract Documents. parties to sign and deliver.
14. Contract Price--The moneys payable by OWNER to 23. ENGINEER's Consultants--Individuals or entities
Contractor for completion of the Work in accordance with the having a contract with ENGINEER to fiimish services with
Contract Documents and as stated in the Construction respect to this Project as ENGINEER's independent
Agreement. professional associates, consultants, subcontractors, or
vendors. The term ENGINEER includes ENGINEER's
15. Contract Times--The numbers of days or the dates Consultants.
stated in the Construction Agreement to: (i)achieve Final
Completion,and(ii)complete the Work so that it is ready for 24. Field Order--A written order issued by ENGINEER
final payment as evidenced by ENGINEER's written which directs minor changes in the Work but which does not
recommendation of final payment. involve a change in the Contract Price or the Contract Times.
16. Contractor--An individual or entity with whom 25. Final Completion shall mean that all work has
OWNER enters into a Construction Agreement. been completed, all final punch list items have been
inspected and satisfactorily completed, all payments to
subcontractors have been made, all documentation and
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 9 of 12
warranties have been submitted, all closeout documents ENGINEER at the Site during the Construction Phase. The
have been executed and approved by the OWNER, and the Resident Project Representative will be ENGINEER's agent
Project has been finally accepted by the OWNER. or employee and under ENGINEER's supervision. As used
herein,the term Resident Project Representative includes any
26. General Conditions-That part of the Contract assistants of Resident Project Representative agreed to by
Documents which sets forth terms,conditions,and procedures OWNER. The duties and responsibilities of the Resident
that govern the Work to be performed or furnished by Project Representative are as set forth in Exhibit D.
Contractor with respect to the Project.
36. Samples-Physical examples of materials,
27. Hazardous Environmental Condition--The presence equipment, or workmanship that are representative of some
at the Site of Asbestos, PCB's,Petroleum, Hazardous Waste, portion of the Work and which establish the standards by
or Radioactive Materials in such quantities or circumstances which such portion of the Work will be judged.
that may present a substantial danger to persons or property
exposed thereto in connection with the Work. 37. Shop Drawings--All drawings, diagrams,
illustrations, schedules, and other data or information which
28. Hazardous Waste--The term Hazardous Waste shall are specifically prepared or assembled by or for Contractor
have the meaning provided in Section 1004 of the Solid and submitted by Contractor to ENGINEER to illustrate some
Waste Disposal Act(42 USC Section 6903)as amended from portion of the Work.
time to time.
38. Site--Lands or areas indicated in the Contract
29. Laws and Regulations; Laws or Regulations--Any Documents as being furnished by OWNER upon which the
and all applicable laws,rules, regulations, ordinances, codes, Work is to be performed, rights-of-way and easements for
standards, and orders of any and all governmental bodies, access thereto, and such other lands furnished by OWNER
agencies,authorities,and courts having jurisdiction. which are designated for use of Contractor.
30. PCB's--Polychlorinated biphenyls. 39. Specifications--That part of the Contract Documents
consisting of written technical descriptions of materials,
31. Petroleum--Petroleum, including crude oil or any equipment, systems, standards, and workmanship as applied
fraction thereof which is liquid at standard conditions of to the Work and certain administrative details applicable
temperature and pressure (60 degrees Fahrenheit and 14.7 thereto.
pounds per square inch absolute),such as oil,petroleum,fuel
oil, oil sludge, oil refuse, gasoline, kerosene, and oil mixed 40. Substantial Completion--The time at which the
with other non-Hazardous Waste and crude oils. Work(or a specified part thereof)has progressed to the point
where, in the opinion of ENGINEER, the Work (or a
32. Radioactive Materials--Source, special nuclear, or specified part thereof) is sufficiently complete, in accordance
byproduct material as defined by the Atomic Energy Act of with the Contract Documents,so that the Work(or a specified
1954(42 USC Section 2011 et seq.)as amended from time to part thereof) can be utilized for the purposes for which it is
time. intended. The terms "substantially complete" and
"substantially completed"as applied to all or part of the Work
33. Record Drawings--The Drawings as issued for refer to Substantial Completion thereof
construction on which the ENGINEER, upon completion of
the Work, has shown changes due to Addenda or Change 41. Supplementary Conditions--That part of the Contract
Orders and other information which ENGINEER considers Documents which amends or supplements the General
significant based ' on record documents furnished by Conditions.
Contractor to ENGINEER and which were annotated by
Contractor to show changes made during construction. 42. (Modified) Total Project Costs--The sum of the
Construction Cost, allowances for contingencies, the total
34. Reimbursable Expenses--The expenses incurred costs of services of ENGINEER or other design professionals
directly by ENGINEER in connection with the performing or and consultants,cost of land,rights-of-way,compensation for
fiurnishing of Basic and Additional Services for the Project for damages to properties,OWNER's costs for legal,accounting,
which OWNER shall pay ENGINEER as indicated in Exhibit insurance counseling or auditing services, interest and
C. financing charges incurred in connection with the Project,and
the cost of other services to be provided by others to OWNER
35. Resident Project Representative--The authorized pursuant to Exhibit B of this Agreement.
representative of ENGINEER, if any, assigned to assist
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 10 of 12
43. Work—The entire completed construction or the
various separately identifiable parts thereof required to be G. Exhibit G,"Insurance,"consisting of two(2) pages.
provided under the Contract Documents with respect to this
Project. work includes and is the result of performing or H. Exhibit H,"Dispute Resolution,"is not used.
furnishing labor, services, and documentation necessary to
produce such construction and furnishing, installing, and I. Exhibit 1,"Allocation of Risks,"is not used.
incorporating all materials and all equipment into such
construction,all as required by the Contract Documents. J. Exhibit J,"Special Provisions"is not used.
44. Work Change Directive--A written directive to K. (Added) Exhibit K, "Indemnification" consisting of
Contractor issued on or after the Effective Date of the two(2) pages.
Construction Agreement and signed by OWNER upon
recommendation of the ENGINEER, ordering an addition, 8.02 Total Agreement
deletion, or revision in the Work, or responding to differing
or unforeseen subsurface or physical conditions under which A. This Agreement (consisting of pages 1 to 12
the Work is to be performed or to emergencies. A work inclusive, together with the Exhibits identified above)
Change Directive will not change the Contract Price or the constitutes the entire agreement between OWNER and
Contract Times but is evidence that the parties expect that the ENGINEER and supersedes all prior written or oral
change directed or documented by a work Change Directive understandings. This Agreement may only be amended,
will be incorporated in a subsequently issued Change Order supplemented, modified, or canceled by a duly executed
following negotiations by the parties as to its effect,if any,on written instrument. This Agreement along with the exhibits
the Contract Price or Contract Times. shall be read and construed as the same Agreement.
45. Written Amendment--A written amendment of the
Contract Documents signed by OWNER and Contractor on or
after the Effective Date of the Construction Agreement and
normally dealing with the non-engineering or non-technical
rather than strictly construction--related aspects of the Contract
Documents.
ARTICLE 8 - EXHIBITS AND SPECIAL
PROVISIONS
8.01 Exhibits Included
A. Exhibit A, "ENGINEER's Services," consisting of
nine(9)pages.
B. Exhibit B. "OWNER's Responsibilities," consisting
of two(2)pages.
C. Exhibit C, "Payments to Engineer for Services and
Reimbursable Expenses,"consisting of two(2)pages.
D. Exhibit D. "Duties,Responsibilities and Limitations
of Authority of Resident Project Representative,"is not used.
E. Exhibit E, "Notice of Acceptability of Work,"is not
used.
F. Exhibit F,"Construction Cost Limit," is not used.
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 11 of 12
IN WITNESS WHEREOF, the parties hereto have executed this Agreement, the Effective Date of which is
indicated on page 1.
OWNER:BAYT AREA WATER AUTHA9Y ENGINEER: MALCOLM PIRNIE,INC.
Signature: Signature: A4d--�
Printed Name: JoN, eiPrintedName: l3�Title: Generalr _ Title: ASS d(4'ct� V►'Le- 1 6't ji'�— —7
Date Signed: Date Signed: - !' v� o !
Address for giving notic .►/1►lltittkO Address for giving notices:
P.O.Box 424 1700 West Loop S# 1450
Baytown,Texas 77522 Houston,TX 77027
Designated Representative(paragraph 6.02.A): Designated Representative(paragraph 6.02.A):
Name:Jose A.Pastrana,P.E. Name: Go,r! 717a&g IA4 (�L o� ►3�EL
Title:Director of Engineering Title: As—'so C.c'� V 1 C c
Phone Number: (281)420-7154 Phone Number: (713) 840-1564
Facsimile Number: (281)420-6586 Facsimile Number: (713)840-1564
E-Mail Address: jose.pastrana@baytown.org E-Mail Address:
G ra Sa I a t\S _@pimie.com
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 O�and ENGINEER
for Professional Services dated
Initial:
OWNER
ENGINEER X—
ENGINEER's Services
Article 1 of the Agreement is amended and supplemented to include the following agreement of the parties.
ENGINEER shall provide Basic and Additional Services as set forth below.
PART 1 —BASIC SERVICES(Modified)
A 1.01 Preliminary Design Phase(Deleted)
A 1.02 Design Phase
A. ENGINEER shall:
1. Consult with OWNER to define and clarify OWNER's requirements for the Project and available data.
2. ENGINEER will perform activities to set-up project financials,schedule,and management plan.
3. Advise OWNER as to the necessity of OWNER's providing data or services of the types described in
Exhibit B, which are not part of ENGINEER's Basic Services, and assist OWNER in obtaining such
data and services.
4. (Modified) Identify, consult with, and analyze requirements of governmental authorities having
jurisdiction to approve the portions of the Project designed or specified by ENGINEER,including,but
not limited to,mitigating measures identified in the environmental assessment(if any).
5. Provide technical criteria, written descriptions, and design data for OWNER's use in filing
applications for permits from or approvals of governmental authorities having jurisdiction to review or
approve the final design of the Project and assist OWNER in consultations with appropriate
authorities.
6. Identify and evaluate potential solutions available to OWNER; and, after consultations with OWNER,
recommend to OWNER those solutions which in ENGINEER's judgment meet OWNER's
requirements for the Project.
7. (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.
8. (Modified)Perform or provide the following additional Design Phase tasks or deliverables:
Task 1-Load Analysis/Sizing and Equipment Selection
ENGINEER will develop a load analysis to define the size and capacity of electrical feeders and
transformers. This analysis will be used to coordinate with the power company, Centerpoint
Energy.
Page 1 of 9 Pages
(Exhibit A--ENGINEER's Services)
Based on the load analysis,ENGINEER will develop the equipment lineup for switchgear, motor
control centers,and associated electrical components.
Task 2-Design Submittal Workshops
ENGINEER will facilitate two workshops with BAWA stakeholders following the milestone
design submittals to clarify design issues and to capture BAWA's comments to the design.
The meetings will be held at BAWA or City facilities.
Deliverables:
■ Workshop agenda.
■ Workshop comments recorded to document key decisions and agreed action items.
Task 3-Geotechnical Investigations
ENGINEER will retain a professional geotechnical engineering firm registered in the State of
Texas to drill and collect soil borings and perform necessary laboratory analysis to provide
characterization of the subsurface soil conditions, provide foundation design and construction
recommendations.Boring locations and depths are as follows:
■ One 20-ft deep soil boring for the Primary Electrical Building
■ Three 15-ft deep soil borings for the transformers and ductbanks
Deliverables:
■ An engineering report that detail findings and recommendations will be prepared by the
geotechnical engineer.
Task 4-Detailed Design Drawings
The level of effort is based on the following drawing list:
DNvg No. DraNving Description
I G-1 COVER SHEET
2 G-2 CONSTRUCTION NOTES
3 G-3 OVERALL SITE PLAN BORINGS,BLDG COORDINATES)
4 G-4 SYMBOLS AND ABBREVIATIONS
5 G-5 LEGENDS AND SYMBOLS
6 C-1 SITE SURVEY CONTROL
7 C-2 ENLARGED PARTIAL SITE PLAN
8 C-3 PAVING,GRADING,AND DRAINAGE PLAN
9 C-4 ROADWAY CROSSING PLANS
10 C-5 TYPICAL CIVIL DETAILS- 1
11 C-6 TYPICAL CIVIL DETAILS-2
12 A-1 PRIMARY ELEC BLDG-FLOOR PLAN
13 A-2 PRIMARY ELEC BLDG-ROOF PLAN
14 A-3 EXTERIOR ELEVATIONS
15 A-4 BUILDING SECTIONS
16 A-5 SCHEDULES
17 A-6 INTERIOR ELEVATIONS
18 A-7 TYPICAL ARCH DETAILS- 1
19 A-8 TYPICAL ARCH DETAILS-2
20 S-1 FOUNDATION PLAN
21 S-2 FLOOR PLAN
22 1 S-3 IROOFPLAN
Page 2 of 9 Pages
(Exhibit A--ENGINEER's Services)
Dwa No. Drawing Description
23 S-4 SECTIONS
24 S-5 SECTIONS
25 S-6 TRANSFORMER PADS
26 S-7 TYPICAL STRUCT DETAILS— 1
27 S-8 TYPICAL STRUCT DETAILS—2
28 S-9 TYPICAL STRUCT DETAILS—3
29 H-10 FLOOR PLAN
30 H-1 ROOF PLAN
31 H-12 BUILDING SECTIONS
31 H-13 SCHEMATICS
32 H-14 SCHEDULES
33 H-15 TYPICAL HVAC DETAILS- 1
34 H-16 TYPICAL HVAC DETAILS- 1
35 E-1 SYMBOLS AND LEGENDS
36 E-2 ABBREVIATIONS AND NOTES
37 E-3 STANDARD DETAILS I
38 E-4 STANDARD DETAILS II
39 E-5 STANDARD DETAILS III
40 E-6 PARTIAL SITE PLAN I
41 E-7 PARTIAL SITE PLAN II
42 E-8 PARTIAL SITE PLAN III
43 E-9 PARTIAL SITE PLAN IV
44 E-10 PLANT 12,470 VOLT SINGLE LINE DIAGRAM
45 E-11 PLANT 12,470 VOLT SINGLE LINE DIAGRAM DEMO
46 E-12 121470 VOLT MAIN SWITCHGEAR PLAN VIEW
47 E-13 12,470 VOLT MAIN SWITCHGEAR ELEVATION
48 E-14 12,470 VOLT SWITCHGEAR BREAKER SCHEMATICS
49 E-15 MAIN SWITCHGEAR BUILDING PLAN
50 E-16 MAIN SWITCHGEAR DETAILS
51 E-17 HIGH SERVICE PUMP STATION PARTIAL PLAN
52 E-18 HIGH SERVICE PUMP STATION DETAILS
53 E-19 PLANT WATER PUMP STATION PARTIAL PLAN
54 E-20 PLANT WATER PUMP STATION DETAILS
55 E-21 BACKWASH/TPS PUMP STATION PARTIAL PLAN
56 E-22 BACKWASH/TPS PUMP STATION DETAILS
57 E-23 ADMINISTRATION BLDG PARTIAL PLAN
58 E-24 ADMINISTRATION BLDG DETAILS
59 E-25 MAINTENANCE SHOP PARTIAL PLAN
60 E-26 MAINTENANCE SHOP DETAILS
61 E-25 CHEMICAL BUILDING PARTIAL PLAN
62 E-26 CHEMICAL BUILDING DETAILS
63 E-27 FOREBAY PUMP STATION PARTIAL PLAN
64 E-28 FOREBAY PUMP STATION DETAILS
65 E-29 INSTRUMENT AIR PLANT PARTIAL PLAN
66 E-30 INSTRUMENT AIR PLANT DETAILS
67 E-31 CANAL PUMP STATION PARTIAL PLAN
68 E-32 CANAL PUMP STATION DETAILS
69 E-33 CONDUIT AND CABLE SCHEDULE I
70 E-34 CONDUIT AND CABLE SCHEDULE II
71 E-35 PANEL SCHEDULES
Page 3 of 9 Pages
(Exhibit A--ENGINEER's Services)
ENGINEER will prepare drawings for construction using AUTOCAD and ENGINEER CAD
standards.
Deliverables:
Detailed design drawings signed and sealed by a Registered Professional Engineer licensed in the
State of Texas.
■ 50%Design submittal within ninety(40)calendar days of authorization to begin services
and review it with OWNER.
• Five half size 11"x 17"copies of 50%design drawings
■ 90%Design submittal within ninety(90)calendar days of authorization to begin services
and review it with OWNER.
• Five half size l I"x 17"copies of 90%drawings
• Two full size 22 x 34 drawings sets for submittal to Building Permits
■ Bid ready design submittal within one hundred(100)calendar days of authorization to
begin services and review it with OWNER.
• Six full size 22"04"copies and two half size 11"x 17"copies of 100%drawings
• One disk with the drawings saved in Adobe.pdf format.
Task 5--Project Manual
ENGINEER will prepare a project manual that includes bidding documents, agreement, general
and special conditions, and technical specifications. Front end documents will be provided by
BAWA;technical specifications will be based on ENGINEER standard specifications.
The Project Manual will be prepared in Microsoft word format.
Three bound draft versions of the Project Manual will be submitted at the 50% and 90%
milestones. The bid-ready submittal will include five bound copies, and one disk with an
Adobe.pdf format file of the Project Manual.
Task 6-Cost Estimates
ENGINEER will prepare an Engineer's Opinion of Construction Costs (EOCC) at the 50% and
90% submittals. The EOCC will be prepared in accordance with the practices of the Association
for the Advancement of Cost Engineering,following the guidelines for a Level 2 estimate.
Task 7—Building Design
ENGINEER will retain a professional engineering firm registered in the State of Texas to design
the primary electrical building structural,architectural and HVAC systems.
3. ENGINEER will submit drawings and specifications for review and approval to the City of Baytown
Development Review Committee, and other applicable local agencies. This activity includes,
transmitting the drawings and specifications, responding to questions via telephone which may arise
during the review process,and providing supplemental information to support the design.
4. Prepare and ftirnish Bidding Documents at 50%,90%and 100%for review and approval by OWNER,its
legal counsel, and other advisors, as appropriate, and assist OWNER in the preparation of other related
documents.
5. Submit 5 final copies of the Bidding Documents and a revised opinion of probable Construction Cost to
OWNER within one hundred(100)calendar days after authorization to proceed with this phase.
6. (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 this/these request(s)is made prior to the preparation of the final bid documents.
Page 4 of 9 Pages
(Exhibit A--ENGINEER's Services)
J
B. In the event that the Work designed or specified by ENGINEER is to be performed or furnished under more
than one prime contract, or if ENGINEER's services are to be separately sequenced with the work of one or
more prime Contractors (such as in the case of fast-tracking), OWNER and ENGINEER shall, prior to
commencement of the Design Phase,develop a schedule for performance of ENGINEER's services during the
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 ENGINEER upon which the ENGINEER's
compensation has been established under this Agreement is one(1).
D. (Modified) ENGINEER's services under the Design Phase will be considered complete on the date when the
submittals required by paragraph A 1.03.A have been delivered to and accepted by OWNER.
A 1.03 Bidding or Negotiating Phase
A. After acceptance by OWNER of the Bidding Documents and the most recent opinion of probable
Construction Cost as determined in the Design Phase,and upon written authorization by OWNER to proceed,
ENGINEER shall:
1. Assist OWNER in advertising for and obtaining bids for the Work.
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.
Perform or provide the following additional Bidding or Negotiating Phase flasks or deliverables:
a. Maintain a plan holders list
b. Issue bid documents to prospective bidders and up to three plan rooms as requested by OWNER
c. Recommend award to the OWNER.
d. Attend the Council meeting for award of the contract for the Project.
4odified)Attend the Mandatory Pre-Bid Conference and the Bid opening,prepare Bid tabulation sheets,
.emble contract documents, assist OWNER in both evaluating Bids or proposals and awarding
cc i i tracts for the Work.
6. (Added) Assist in connection with Bid protests, rebidding, or re-negotiating contracts for construction,
materials,equipment,or services.
B. (Modified) The Bidding or Negotiating Phase will be considered complete upon commencement of the
Construction Phase.
A 1.04 Construction Phase
A. Upon successful completion of the Bidding and Negotiating Phase, and upon written authorization from
OWNER,ENGINEER shall:
1. General Administration of ConstniCtion Contract. Consult with OWNER and act as OWNER's
representative as provided in the General Conditions. The extent and limitations of the duties,
responsibilities and authority of ENGINEER as assigned in said General Conditions shall not be
Page 5 of 9 Pages
(Exhibit A--ENGINEER's Services)
modified, except as ENGINEER may otherwise agree in writing. All of OWNER's instructions to
Contractor will be issued through ENGINEER,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.
2. (Modified) Selecting Independent Testing Laboratory. Assist OWNER in the selection of an
independent testing laboratory to perform the services identified in paragraph B2.01.0,if any.
3. Pre-Construction Conference. Participate in a Pre-Construction Conference prior to commencement
of Work at the.Site.
4. Baselines and Benchmarks. As appropriate, establish control and temporary benchmarks for locating
the Work which in ENGINEER's judgment are necessary to enable Contractor to proceed.
5. Visits to Site and Observation of Construction. 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 ENGINEER 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 ENGINEER,and the 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 ENGINEER in this Agreement and
the Contract Documents, but rather are to be limited to spot checking, selective sampling, and
similar methods of general observation of the Work based on ENGINEER's exercise of
professional judgment as assisted by the Resident Project Representative, if any. Based on
information obtained during such visits and such observations, ENGINEER will determine if
Contractor's work is proceeding in accordance with the Contract Documents, and ENGINEER
shall keep OWNER informed of the progress of the Work.
b. (Modified) The purpose of ENGINEER's visits to, and representation by the Resident Project
Representative,if any,at the Site,will be to enable ENGINEER to better carry out the duties and
responsibilities assigned to and undertaken by ENGINEER during the Construction Phase, and,
in addition, by the exercise of ENGINEER's efforts as an experienced and qualified design
professional, to provide for OWNER a greater degree of confidence that the completed Work
will substantially conform to the Contract Documents and that the integrity of the design concept
of the completed Project as a functioning whole as indicated in the Contract Documents has
been implemented and preserved by Contractor. ENGINEER 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 ENGINEER 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 furnishing and
performing the Work. Accordingly, ENGINEER neither guarantees the performance of any
Contractor nor assumes responsibility for any Contractor's failure to furnish and perform its
work in accordance with the Contract Documents. .
6. (Modified) Defective Work. Recommend to OWNER that Contractor's work be disapproved and
rejected while it is in progress if, on the basis of such observations, ENGINEER believes that such
work will not produce a completed Project that substantially 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.
Page 6 of 9 Pages
(Exhibit A--ENGINEER's Services)
7. Clarifications and Inteipretations;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 from
the Contract Documents. ENGINEER may issue Field Orders authorizing minor variations from the
requirements of the Contract Documents.
8. Change Orders and Work Change Directives. Recommend Change Orders and Work Change
Directives to OWNER, as appropriate, and prepare Change Orders and Work Change Directives as
required.
9. Shop Drawings and Samples. 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
conformance with the information 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. Such reviews and approvals or other action will not extend to means, methods,
techniques, sequences or procedures of construction or to safety precautions and programs incident
thereto. ENGINEER has an obligation to meet any Contractor's submittal schedule that has earlier
been acceptable to ENGINEER.
10. Substitutes and "or-equal." Evaluate and determine 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 deemed
reasonably necessary, and receive and review all certificates of inspections, tests, and approvals
required by Laws and Regulations or the Contract Documents. ENGINEER's review of such
certificates will be for the purpose of determining that the results certified indicate compliance with
the Contract Documents and will not constitute an independent evaluation that the content or
procedures of such inspections, tests, or approvals comply with the requirements of the Contract
Documents. ENGINEER shall be entitled to rely on the results of such tests.
12. (Modified)Disagreements between OWNER and Contractor. 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, ENGINEER shall be fair and not show
partiality to OWNER or Contractor.
13. ENGINEER will prepare schedule updates and activity reports that will be submitted with
monthly invoices.
14. Applications for Payment. Based on ENGINEER'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 ENGINEER recommends Contractor be paid. Such
recommendations of payment will be in writing and will constitute ENGINEER's representation
to OWNER, based on such observations and review, that, to the best of ENGINEER's
knowledge,information and belief,Contractor's work has progressed to the point indicated,the
quality of such work is substantially in accordance with the 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 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 fiilfilled in so far as it is ENGINEER's
responsibility to observe Contractor's work. In the case of unit price work, ENGINEER's
recommendations of payment will include final determinations of quantities and classifications
Page 7 of 9 Pages
(Exhibit A--ENGINEER's Services)
of Contractor's work (subject to any subsequent adjustments allowed by the Contract
Documents). The responsibilities of ENGINEER contained in paragraph A1.04.A.5.a are
expressly subject to the limitations set forth in paragraph A 1.04.A.5.b and other express or
general limitations in this Agreement and elsewhere.
b. By recommending any payment, ENGINEER shall not thereby be deemed to.have represented
that observations made by ENGINEER to check the quality or quantity of Contractor's work as
it is performed and furnished 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 ENGINEER in this Agreement and the Contract Documents. Neither
ENGINEER's review of Contractor's work for the purposes of recommending payments nor
ENGINEER's recommendation of any payment including final payment will impose on
ENGINEER 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 performing the Work. It will also not impose responsibility on
ENGINEER 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.
15. Contractor's Completion Documents.
a. (Modified)Receive and review maintenance and operating instructions,schedules,and guarantees as
prepared by the Contractor in accordance with the Contract Documents. Engineer will compile this
information 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,
Samples and other data approved as provided under paragraph A 1.04.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 ENGINEER's review will be limited as provided in
paragraph A 1.04.A.9.
c. ENGINEER shall transmit these documents to OWNER within thirty days of receipt of documents
from Contractor.
d. (Added) Preparing and furnishing to OWNER Record Drawings electronically in a format approved
by the OWNER and on mylar showing appropriate record information based on Project annotated
record documents received from Contractor.
16. Substantial Completion. Promptly after notice from Contractor that Contractor considers the entire Work
ready for its intended use, in company with OWNER and Contractor,conduct an inspection to determine
if the Work is Substantially Complete. If after considering any objections of OWNER, ENGINEER
considers the Work Substantially Complete, ENGINEER shall deliver a certificate of Substantial
Completion to OWNER and Contractor.
17. (Modified) Final Notice of Acceptability of the Work. Conduct a final inspection to determine if the
completed Work of Contractor is acceptable so that ENGINEER may recommend, in writing, final
payment to Contractor. Accompanying the recommendation for final payment, ENGINEER shall also
provide a notice in the form attached hereto as Exhibit E(the"Notice of Acceptability of Work")that to
the best of ENGINEER's knowledge, information and belief and upon the exercise of ENGINEER'S due
diligence,the Work is acceptable and is in compliance with the Contract Documents.
Page 8 of 9 Pages
(Exhibit A ENGINEER's Services)
B. Duration of Construction Phase. The Construction Phase will commence with the execution of the first
Construction Agreement for the Project or any part thereof and will terminate upon final payment to
Contractors. If the Project involves more than one prime 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. Limitation of Responsibilities. ENGINEER 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 performing or
furnishing any of the Work. ENGINEER shall not be responsible for failure of any Contractor to perform or
furnish the Work in accordance with the Contract Documents.
PART 2--ADDITIONAL SERVICES
A2.01 Additional Services Requiring OWNER's Authorization in Advance
Not included
A2:02 Required Additional Services
Not Included
Page 9 of 9 Pages
(Exhibit A--ENGINEER's Services)
This is EXHIBIT B, consisting of 2 pages, referred to in and
part of the Agreement betwee O ER and ENGINEER
for Professional Services dated di) I
Initial:
OWNER
ENGINEER
OWNER's Responsibilities
Article 2 of the Agreement is amended and supplemented to include the following agreement of the parties.
B2.01 In addition to other responsibilities of OWNER as set forth in this Agreement,OWNER shall:
A. Provide ENGINEER with all criteria and full information as to OWNER's requirements for the Project,
including design objectives and constraints, space, capacity and performance requirements, flexibility, and
expandability, and any budgetary limitations; and 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 ENGINEER to include in the Bidding Documents,when applicable.
B. Furnish to ENGINEER any other available information pertinent to the Project including reports and data
relative to previous designs, or investigation at or adjacent to the Site. 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 ENGINEER's assessment of initially-available Project information and data and upon
ENGINEER's written request;furnish or otherwise make available such additional available Project related information
and data as is reasonably required to enable ENGINEER to complete its Basic and Additional Services.
1. (Deleted).
2. (Deleted).
3. (Deleted).
4. (Deleted).
5. (Deleted).
6. (Deleted).
D. (Deleted).
E. (Modified) Authorize ENGINEER to provide Additional Services as set forth in Part 2 of Exhibit A of the
Agreement as the OWNER determines is necessary.
F. (Modified) Arrange for access to and make all provisions for ENGINEER to enter upon public and private
property as required for ENGINEER to perform services under the Agreement.
G. Examine all alternate solutions, studies, reports, sketches, Drawings, Specifications, proposals, and other
documents presented by ENGINEER (including obtaining advice of an attorney, insurance counselor, and other
advisors or consultants as OWNER 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)
H. (Deleted).
I. (Deleted).
J. Advise ENGINEER of the identity and scope of services of any independent consultants employed by
OWNER to perform or furnish services in regard to the Project, including, but not limited to, cost estimating, project
peer review,value engineering,and constnictability review.
J. Deleted
K. Deleted
L. Deleted
N. Deleted
O.(Added)OWNER shall:
• Provide personnel and equipment for excavation to verify plant utilities and yard piping.
• Participate in workshops.
• Coordinate with City departments for Flood Plain Management,Building Permits,etc.
Nothing contained in this Exhibit or in the Agreement shall be construed to require the OWNER to provide any
records or data 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
Page 2 of 2 Pages
(Exhibit B--OWNER's Responsibilities)
This is EXHIBIT C, consisting of 2 pages,referred to in and
part of the Agreement between ) %JNGINEER
for Professional Services dated
Initial:
OWNER
A�L
ENGINEER
Payments to ENGINEER for Services and Reimbursable Expenses
Article 4 of the Agreement is amended and services of ENGINEER's Consultants (with the
supplemented to include the following agreement of exception of those outlined in paragraph C4.05),
the parties: if any. Appropriate amounts have been
incorporated in the cost not to exceed to account
ARTICLE 4--PAYMENTS TO THE ENGINEER for labor,overhead,and profit.
C4.01 For Basic Services Having A Determined 4. Deleted.
Scope — Cost not to Exceed Method of
Payment 5. The portion of the amount billed for
ENGINEER's services will be based upon total
A. OWNER shall pay ENGINEER for Basic services actually completed during the billing
Services set forth in Exhibit A as follows: period, which shall be a calendar month.
Invoices shall be tendered no more often than
1. (Modified) A cost not to exceed once a month for all of the services performed
amount of $353,174.00 based upon the rate during the applicable month.
schedule, which is attached as Appendix 1 of
Exhibit C and incorporated herein for all intents
and purposes. This amount does not include C4.02 For Basic Services Having An Undetermined
those ENGINEER'S Consultant's charges as Scope -- Direct Labor Costs Times a Factor
provided below in this Article 4, Subparagraph Method of Payment
C4.05. The cost not to exceed will be distributed
at the completion of each of the phases in an A. (Deleted).
amount not exceeding the following for each
task: C4.03 For Additional Services
a. Design Phase A. OWNER shall pay ENGINEER for
Task 1......................................$ 8,378 Additional Services as follows:
Task 2.....................................$ 10,432
Task 4...................................... $214,394 1. General. For services of ENGINEER's
Task 5......................................$ 21,640 employees engaged directly on the Project
Task 6......................................$ 6,322 pursuant to paragraph A2.01 or A2.02 of Exhibit
b. Bidding or Negotiating Phase ....... $ 17,873 A of the Agreement, except for services as a
c. Construction Phase..........................$ 74,135 consultant or witness under paragraph
A2.Ol.A.13, an amount based upon the actual
2. (Modified) ENGINEER may with the hours worked and the rate schedule, which is
consent of OWNER alter the distribution of attached as Appendix 1 of Exhibit C and
compensation between individual phases noted incorporated herein for all intents and purposes
herein to be consistent with services actually plus Reimbursable Expenses. Additional
rendered, but shall not exceed the total cost not Services shall not be performed without the prior
to exceed amount unless approved in writing by written consent of the OWNER. Additional
the OWNER. services which may be authorized in accordance
with this section shall not exceed$0.
3. The cost not to exceed includes
compensation for ENGINEER's services and 2. (Deleted).
Page 1 of 2 Pages
(Exhibit C-Basic Services With Determined Scope--Cost not to exceed Method)
ENGINEER times a Factor of 1.1. The consultant
C4.04 For Reimbursable Expenses charges shall not exceed the following amounts
specified for each of the following services, unless
A. (Modified) When not included in approved in writing by the OWNER. The charges
compensation for Basic Services under paragraph include the factor and are as follows:
C4.01, OWNER shall pay ENGINEER for
Reimbursable Expenses as the rate set forth in a. Design Phase
Appendix 2 of this Exhibit C. Before the OWNER Task 3 Geotechnical.............................$9,873
shall be liable for any reimbursable expenses, the Task 7 Building Design......................$55,275
ENGINEER must obtain prior written approval of the
OWNER of any expense that exceeds $1,000 for
which the ENGINEER seeks reimbursement. C4.06 Direct Labor Costs
Reimbursable Expenses shall not exceed the
following for the Project, whether incurred by the A. (Deleted).
ENGINEER or ENGINEER's consultant(s):
B. (Deleted).
a. Design Phase
Task 1..........................................$ 80 4.07 Factors
Task2...........................................$ 19362
Task 4.......................................... $2,038 A. (Deleted).
Task 5..........................................$ 44
Task 6..........................................$ 0 B. (Deleted).
b. Bidding or Negotiating Phase ........... $3,800
c. Construction Phase..............................$3,100 C4.08 Other Provisions Concerning Payment
A. Progress Payments. The portion of the
B. (Modified) Reimbursable Expenses include amounts billed for services which are identified in
the following categories: mileage,parking, tolls,long paragraphs C4.01, C4.03, and C4.05 will be based on
distance, reproduction of Drawings, Specifications, the rate schedule for the cumulative hours charged to
Bidding Documents, and similar Project-related items the Project during the billing period by all of
in addition to those required under Exhibit A, and, if ENGINEER's employees plus Reimbursable
authorized in advance by OWNER. Expenses and ENGINEER's Consultant's charges, if
any.
C. The amounts payable to ENGINEER for
Reimbursable Expenses will be the Project-related
internal expenses actually incurred or allocated by
ENGINEER based upon the rate schedule for
reimbursable expenses, plus all invoiced external
Reimbursable Expenses allocable to the Project, the
latter multiplied by a Factor of 1.1.
D. (Deleted).
E. (Added) The OWNER must approve all
travel expenses in writing before the same are
incurred. If such approval is not obtained, the
OWNER shall not be liable for such travel expenses.
C4.05 For ENGINEER's Consultant's Charges
A. (Modified) Whenever compensation to
ENGINEER herein is stated to include charges of
ENGINEER's Consultants, those charges shall be the
amounts billed by ENGINEER's Consultants to
Page 2 of 2 Pages
(Exhibit C-All Other Services/Charges--Cost not to Exceed Method of Payment)
APPENDIX 1 OF EXHIBIT C
RATE SCHEDULE
Position Houriv •
Administrative $100
Technician T 1 $ 64
Technician T2 $ 76
Technician T3 $ 83
Technician T4 $ 96
Technician T5 $108
Technician T6 $137
Technician T7 $145
Technician T8 $186
Engineer/Scientist/Architect 1 $100
Engineer/Scientist/Architect 2 $110
Engineer/Scientist/Architect 3 $115
Engineer/Scientist/Architect 4 $127
Engineer/Scientist/Architect 5 $162
Sr.Project En ineer/Scientist/Arcliitect 6 $170
Associate $225
Senior Associate $275
Officer $31 S
Page 1 of 1 Pages
(Appendix 1 of Exhibit C—Hourly Rates)
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This is EXHIBIT G, consisting of 2 pages, referred to in and
part of the Agreement between NE and ENGINEER
for Professional Services dated ZLL f
Initial:
OWNER
_,AAk'
ENGINEER _X
Insurance
Paragraph 6.05 of the Agreement is amended and supplemented to include the following agreement of the parties.
G6.05 Insurance
Throughout the term of this Agreement, the ENGINEER at its own expense shall purchase, maintain and keep in
force and effect insurance against claims for injuries to or death of persons or damages to property which may arise
out of or result from the ENGINEER's operations and/or performance of the work under this Agreement, whether
such operations and/or performance be by the ENGINEER, its agents, representatives, volunteers, employees or
subcontractors or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of
them may be liable.
The ENGINEER's insurance coverage shall be primary insurance with respect to the OWNER, its officers, agents
and employees. Any insurance or self-insurance maintained by the OWNER, its officials, agents and employees
shall be considered in excess of the ENGINEER's insurance and shall not contribute to it. Further,the ENGINEER
shall include all subcontractors as additional insureds under its commercial general liability policies or shall furnish
separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all
of the requirements stated herein.
The following is a list of standard insurance policies along with their respective minimum coverage amounts
required in this contract:
Commercial General Liability(CGL)
General Aggregate: $2,000,000
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: $1,000,000
a. Coverage for"Any Auto."
Workers' Compensation Insurance
Statutory Limits
Employer's Liability$500,000
Waiver of Subrogation required
Errors&Omissions(E&O)
Limit: $1,000,000
a. For all engineers,and/or design companies.
b. Claims-made form is acceptable.
c. Coverage will be in force for three(3)years after project is completed.
Page 1 of 2 Pages
(Exhibit G-Insurance)
Upon execution of this contract, ENGINEER shall file with the OWNER valid Certificates of Insurance and
endorsements acceptable to the OWNER. Such Certificates shall contain a provision that coverage afforded under
the policies will not be canceled, suspended, voided, or reduced until at least thirty (30) days' prior written notice
has been given to the OWNER via certified mail,return receipt requested.
The ENGINEER shall also file with the OWNER valid Certificates of Insurance covering all subcontractors.
The following are general requirements applicable to all policies:
a. AM Best Rating of B+:VII or better.
b. Insurance carriers licensed and admitted to do business in State of Texas will be accepted.
c. Liability policies will be on occurrence form. E&O can be on claims-made form.
d. The Baytown Area Water Authority,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 the Baytown Area Water Authority, certified copies of all insurance
policies and/or certificates of insurance shall be furnished to the Baytown Area Water Authority's
representative. Certificates of insurance showing evidence of insurance coverage shall be provided to the
Baytown Area Water Authority's representative prior to execution of this agreement.
f. Upon request of and without cost to the Baytown Area Water Authority,loss runs(claims listing) of any and/or
all insurance coverage shall be furnished to the Baytown Area Water Authority'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 � R and ENGINEER
for Professional Services dated 1 � 1
Initial:
OWNER
401V—
ENGINEER'j?Z'
ENGINEER 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
ENGINEER OR THE ENGINEER'S AGENT, CONSULTANT
UNDER CONTRACT, OR ANOTHER ENTITY OVER WHICH THE
ENGINEER EXERCISES CONTROL (COLLECTIVELY
ENGINEER'S PARTIES). IT IS THE EXPRESSED INTENTION OF
THE PARTIES HERETO, BOTH ENGINEER AND OWNER, THAT
THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH IS
INDEMNITY BY ENGINEER TO INDEMNIFY AND PROTECT
OWNER FROM THE CONSEQUENCES OF ENGINEER'S
PARTIES' OWN WILLFUL MISCONDUCT, JOINT OR SOLE
NEGLIGENCE AS WELL AS THE ENGINEER'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 ENGINEER'S PARTIES. IN THE
EVENT THAT ANY ACTION OR PROCEEDING IS BROUGHT
AGAINST THE OWNER FROM WHICH THE OWNER IS
INDEMNIFIED, ENGINEER FURTHER AGREES AND
Page 1 of 2 Pages
(Exhibit K-Indemnification)
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 be construed so as to limit or
waive OWNER'S sovereign immunity. ENGINEER assumes full responsibility for
its work performed hereunder and hereby releases, relinquishes and discharges
OWNER, its officers, agents, and employees from all claims, demands, and causes of
action of every kind and character for any injury to or death of any person and/or
any loss of or damage to any property that is caused by or alleged to be caused by,
arising out of, or in connection with ENGINEER's work to be performed
hereunder. This release shall apply with respect to ENGINEER's work regardless
of whether said claims, demands, and causes of action are covered in whole or in
part by insurance.
The protections afforded to OWNER in this Exhibit K shall control and supersede
any apportionment of liability or release of liability contained elsewhere in the
Contract Documents. Furthermore, the provisions contained in this Exhibit 11K"
shall survive the termination and/or expiration of this Agreement.
Page 2 of 2 Pages
(Exhibit K-Indemnification)