Ordinance No. 11,630 ORMNANCE NO, 11,630
AN ORDINANCE OFTHE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS,
AUTHORIZING AND DIRF'C"I'ING THE CITY MANAGER TO EXECU'Hl' AND
'1*11E CITY CLERK TO A'171-'ST TO THE FIRST AMEN DMENTTO THE CD13G
NON-HOUSING CONTRACT WIT JONES & CARTE.R, INC., FOR
PROFESSIONAL SEAWICES FOR THI:'L CEDAR BAYOU ROAD LIFT STATION
PROJEcr; AUTHORIZING PAYMENF BY THE CITY OF BAYTOWN IN AN
AMOUNT NOT TO EXCEED THREE HUNDRED SEV1.'.NTY-7'W0 THOUSAND
AND NO/]00 DOLLARS ($372,000,00); MAKING OTHER PROVISIONS RELATED
THE.RETO; AND PROVIDING I-ORTIA" EFFECTIVE DATTITHERI"OF.
BE ITORDAINED 13Y THE CITY COUNCIL Ol"ITIE CITY OF BAYTOWNJEXAS'
Section 1: That the City Council of the City of Baytown, Texas, hereby Mithorizes and
directs the City Manager to execute and the City Clerk to attest to tile First Amendment to tile CD13G
Non-Flousing Contract Nvith Jones & Carter, Inc,, for professional services I'm the Cedar Bayou Lift
Station Project, A copy of the agreement is attached hereto, marked Exhibit "A," and made it part hereof
for all intents and purposes.
Section 2: That tile City COL11161 of the City ot' Baytown authorizes payli'lent to Jones &
Carter, hic., in an amount not to exceed THRI.11". HUNDRED SEVENTY-TWO THOUSAND AND
NO/100 DOLLARS ($372,000.00) for professional services in accordance Nvith the amendment
authorized in Section I hercinabove.
Section 3: That the City Manager is hereby granted general authority to approve as decrease
or an increase in costs by 'IVE.NTY-FIVE THOUSAND AND NO/100 DOLLARS ($25,000.00) or less,
provided that the amount authorized in Section 2 hereof niny not be increased by more than twenty-five
percent(25%).
INTRODUCED, RI AD, and PASSED by tile affirmative vote of he City'COLITICH 01'01C City of
Baytown, this the 28'�'day of April, 2011.
STU"Pt IIN 11. ONCARLOS, Mayor
6.
AT`I' � 'F:
Y.1--,'f ICWBRYSC1 1,40t
C�' lerk
APPROVED AS *'1'0 FORM:
64CI��ICA&i-100�,Z, SR.,mmm City Attca n—,
nd
Exhibit "A"
FIRSTANIFNI)t1IF:NT
,ro TI I E
CONTRACT
Bk:'rWEEN TIII;CITY OF BA1"IOWN AND.IONES& CARTER.INC.
SfA I Ii O1: I ERAS
C01,INTY(* I[ARRIS
This First Amendment ("first Amendment") to the Contract hetmmcen the Cite of Ilaytommn and Junes X
Caner. Inc.,dated August 29.2011), is made by and hctmecen the same panics on the date hercinulicr last specilicd to
authorize prole%sianal sm ices for the Ccdar Bayou Road I.iti Station I-Apansion Project(the"Project").
wITNGSSV'TII:
W'l IIiREAS, the C'it) of liayu mmn("OIVNGR")and Junes d:C'ancr. Inc..("I:NGINGCR")did enter into an
Agreement tirr engineering sen ices. dated August 29. 2010, to implement u %%uste%%ater emergency pommer
improvements project under the general direction of the 1 cmas Department of Rural Altair CDBU Disaster
Recnmery lintillement Grant Program("Agreement"):and
W'llLRLAS. OWNER and FNGINI-TR desire to amend the Agreement kir EN(ilNl:fiR to perlbrin
additional seem ice.%necessary lirr the construction ofthe("Project-):and
NOW THEREFORF, liir and in consideration of the mutual cumenants and agreements herein contained.
the parties do hcreh)• mutuall\ agree that the terms and conditions contained in this First Amendment %hull supersede
and control umer the terms contained in the Contract and the LNCiINITR's services shall he cmclusimely gomcrned
h) llte !coos herein. In this regard, the terms and conditions contained in this contract shall control and supcncdc
over the Agreement for the Project. OW NLJ(and FNGINITR lirnhcr agree as tulluccs:
first Amendmenl
Nee 1 c)t'1_'
' TABLE OF CON'E't:NTS P►► c
ARTICLE l -SI:RVICI:S Ol'I-ENGINEER.......... .........................................................................................................3
1.01 scopc.................................................................................................................................................................3
ARTICLE-.OWNER'S RESPONSIBILITIES.................................................................................................................3
2.01 Gencral...............................................................................................................................................................3
ARTICLE 3-TIhII S FOR RENDERING SERVICE'S.............................................................................I.......I................3
3.01 General...............................................................................................................................................................3
3.02 Suxpcnsion.........................................................................................................................................................3
ARTICLE 4-PAYMENTS TO I:NGIN ER......................................................................................................................3
4.01 Methods of'hymen ror Services and Reimbursable Expeims of ENGINEER.............................................3
4.02 Olhcr Provisions Concerning Paymcnts............................................................................................................3
ARTICI.F 5.OPINIONS OF COS'1'...................................................................................................................................A
5.01 Opinions of lirotuthlc Construction Cost..........................................................................................................a
5.02 Designing to Construction Cost Limit..............................................................................................................4
5.03 Opinions orromi Project Costs.......................................................................................................................4
ARTICLE:6-GENERAL.CONSIDC_RA'fIUNS.................................................................................................................4
6.01 Standards oft'cribrmance.................................................................................................................................4
6.02 Authorized Project Represenlatives......................... ......................................................................................a
6.03 Design without C unstmetion Phase Services...................................................................................................5
6.04 Use of Documents.....................................................................................................................I........I..........I....5
6.05 Insurance............................................................................................................................................................6
0.001'ennination.......................................................................................................................................................6
6.07 Controlling I.mv................................................................................................................................................6
6.08 Successors.Assigns,and lkneliciaries.............................................................................................................6
6.09 Dispute Resolution—.........................................................................................................................................7
6.101 larnrdotta Environmental Condition................................................................................................................7
6.11 Allocation ofRisLc............................................................................................................................................7
6.12 Notices............ ..............................................................................................................................................7
6.13 Survival..............................................................................................................................................................7
6.14 Severability........................................................................................................................................................7
6.15 Wuivcr...............................................................................................................................................................7
6.1011 c ad i ngs............................................................................................................................................................8
ARTICI.Ii 7- DEFINITIONS..............................................................................................................................................8
7.01 Defined'I'crms..................................................................................................................................................8
ARTICLES-EXI IIIIITS AND SPECIAL PROVISIONS...................................................................................I.............9
8.01 Exhibits Included...............................................................................................................................................9
8.02 Totul Agre-cmcm.............................................................................................................................................. 10
Firm Antcndmcnt
Page 2 or 12
ARTICLF. 1 -SERVIC'ESOF E:NGiNEER he entitled to equitable adjustment of rates and umounts of
compensation provided flir elsewhere in this First Amendment
to rellw. reasonable costs incurred by ENGENE:I:R in
1.01 Scope connection with.among other things,such delay or suspension
and reactivation and the tact that the time for performance
A. FNOINETR shall provide the Basic and Additional under this First Amendment has been revised. unless such
Services set lirrth herein and in E-xhibit A. delay or suspension is caused in whole or in pan by the
ENGINiiER, its officers, agents, or emp)osccw. If Engineer
Il. Upon this First Amendment becoming ellective, causes or contributes to the delay or suspension,ENGINEER
EMINFER is authorized to begin Basic Scn ices as set lorth shall have no right to sees:additional compensation.
in Exhibit A.
ARTICLE 4 - PAYMENTS TO ENGINEER
C'.(Deleted).
ARTI('LF.2 -OXVNER'S RESPONSImixrIF.S 4.01 Methods of Payment for Services and
Rchnbursahle Expenses of MANEER
2.01 General A. Fw Music Sen-ices. OWNER shall pay I:NGINEFR
for Basic Services perforated or liimished under Exhibit A.
A. OWNEIR shall have the responsibilities set lirrth Part 1,as set lirrth in Exhibit C.
herein and in Exhibit It.
B. for ddiliirunal Sen-ices. OWNER shall pay
I:NGINGGR for Additional Services performed or I'uri.shcd
ARTICLE 3-TIM ES FOR RENDERING SERV ICES under Exhibit A,Ilan 2,as set lirrth in Exhibit C.
('.(Modified) Jar Jleimbursahle Exjxnses. In
3.01 General addition to payments provided for in paragraphs 4.0l.A and
4.01.11, OWNER shall pay I:N(iINI:IiR Ibr Reimbursable
A. Vvloditied)F.N0 INITIUsservices and compensation Expenses incurred by UNNGINE.ER and VNGINliliIt's
under this First Amendment have been agreed al fi►r the Consultants as set forth in Exhibit C.
preparation of u preliminary master plan report liir the
Project. ENGINI EAUs obligation to render services 4.02 Other Provisions Concerning Payments
hereunder will he tier tthatever period necessary Ihr the final
completion of said services. . A. Preparation of unwires. invoices will be prepared
in accordance with I"NGiNITIt's standard invoicing practices
li. (Delcled). and will he submitted to OWNER periodicalh via mail or
email by ENOINFER, unless otherwise agreed. I:N(-.INIiEIt
('. (.fodificed)For purposes of this Hrm Amendment the shall supply detailed back-up information along with each
lean"du)"means a culendur day ol'24 hours. invoice in order for the OWNlat to ellectiwcl) evaluate the
lees and charges. the amount billed in each invoice will he
3.02 Suspension calculated us set lirrth in lixhibit C'.
A.(lvlodifiedf If OWNER )ails within a reasonable 11.(Modified) Pgrnn•+rr rid bwoices. invoicesare due
period ul'time to give written authorization to proceed with and payable within 30 days oiler the receipt ofthe invoice and
un� phase of services after completion of the immediately the necessary backup information. If OWNiiR fails to make
preceding phase. or it* OWNER dcla)s ENGINFEIt's any payment due ENGINEER lbr services and expenses
serviem ENGINEER may, aflcr giving seven days' written within 30 days alter receipt of EMINEEWs invoice and the
notice. to OWNER, suspend services under this First required backup documentation therefor, the amounts due
Amendment. If during such seven-day period,OWNER gives E:NC;INEER will accrue interest at the rate set forth in
written authorization to proceed or ENGINEVIVS services are Section 2251.025 of the 'texas Goverment Code (or the
no longer delayer!by OWNER.E:NGINI:ER may not suspend maximum rate of interest permitted by law, if less) after the
services under this First Amendment. 30th day. ENGINEER muy tiller giving seven duvS*%% ritten
notice to OWNER suspend services under this First
it. (Modified) If 1iNGINEI-It's services are delayed or Amendment until I:NC;INF.lilt has been paid in fitly all
suspended in whole or in part by OWNER.ENGINVER may amounts due tier services.expenses,and other related charges.
First Amendment
Page 3 of 12
l loac►cr, it is cxprc.ssly understood and agreed that mutcrials,equipment. or services lumishcd by others,or over
ENOINEF.R►►ill not charge am interest or penalty as set Both the Contractor*% methods of determining prices. or over
herein an any portion of an invoice that is disputed and-'or competitive bidding or murkct conditions.ENGINEER cannot
withheld in accordance with paragraph 4.02 and that and does not guuranlce that proposals, bids, or actual
ENOINVI;R will not suspend services under the agreement on Construction Cost will not wary lix►m opinions of probable
account of a disputed invoice or on account of monies Construction Cost prepared by ENGINEER. It' OWNER
withheld. All payments►►ill he credited first to principal and ►wislxs greater assurance as to probable Construction Cost.
then h►interest. OWNER shall employ an independent cost estimator as
provided in E\hibit B.
C. Vislnaed lenv►ices. lit the event of it disputed or
contested inwoicc, only that portion so conested may be 5.02 Designing to Construction Cost Limit
►►ithhcld front payment. and the undisputed portion ►►ill be
paid. A. (Deleted)
1). 5.03 Opinions on,otal Project Costs
I. In the cwent of any termination under section A. I.NGINI:I:K assumes no responsibility for the
6.06, ENGINI:'FR will he entitled to inwice OWNER uccuracy of opinions of I total Project Costs.
and will he paid in accordance ►►ith Exhibit C for all
senices performed or furnished and all Reimbursable ART1CLF6 -CE\ERALCONSIDF.RATIONS
(-xpcnxes incurmd through the eticeti►c date of
termination:provided all instruments of service hawc tken
tendered to the OWNER. 6.01 Standards or Perrormance
2.(Delcled) A. OvIodilicd) The standard of care tin all prolcssional
engineering mid related services perlbrmcd or furnished by
F.(ModilicJ) Records of 1i.1'G/A'EEH:r C'acrs. I:NGINFER under this First Amendment ►►ill be the care and
Records of I•:NUINH.R's costs pertinent to FNOINE'R's skill ordinarily used by members of ENGIN1a:R's prolcssion
compensation under this first Amendment shall he kept in practicing under similar circumstances at the sumo time and in
accordance ►with gencrtlly accepted accounting practices. the same loculily.
Copies of such records will he made a►uilahlc to OWNER
upon request at no cost to OWNER, R. OvIodificJl I:N(iIN{oat shall be responsible lbr the
technical accuracy of its services and documents resulting
I•. Le};irlulhve Actions. In the event of legislative therefirom. and OWNER shall not be responsible for
actions tiller the I:Ilccti►r Date of the First Amendment by any discovering deficiencies therein. FNGINFs1:R shall corr-xt
lewel of government thut impose lases. fees, or costs tin such deficiencies without additional compensation except to
ENCINITICs scr ices or other costs in connewtion Wilt this the extent such action is directly attributahlc to deficiencies in
Project or compensation thereon, such new tows, Ices. or OWNER•lumished inf6mtalion upon which l:N(;INEER is
costs shall be in►oiccJ to and paid by OWNER as a authori/ed to rely as pro%idcd in Section 6.0I.E.
Reimbursable I:wpertse to ►►hich a Factor of L0 shall he
applied. Should such luxes. Ices. or costs be imposed. they C. I:�(iINI:LK shall perl6nn or furnish prolcssional
shall be in aJJilion w 1 CINITICs estimated total engineering and related scn ices in all phases of the Project to
compensation ►►hich this First Amendment applies. I:N(;INI:I:R shall scnc
as OW'NHUs prime proleigonal for the I'rt iccl. ENCINFER
ARTICLE 5-OPINION'S OF COS'r may employ such 1*.N(;INI-I:R's Consultants aw I:N(ilNl{ER
deems necessary to assist in the performance or furnishing of
the services. GN(iINI:fiR shull not be required to employ any
5.01 Opinions or Probable Construction Cost Consultant unacceptable to 1:NGlN1:F.R.
A. I+NGINFTR's opinions of probable Construction D. IINUN!{Eft raid OWNER shall compl) with
Cost provided tin herein are w he made on the basis of upplicable I.u►ws or Regulations and OWNER mandated
FNGINEFIt's experience and qualifications and represent standards. This First Amendment is based on these
1'..N(iI\la:lt's best judgment as un experienced and qualified requirements as of its I-Mctive Date. Changes to these
prolcmion:l generally familiar with the industry. I lo►►c►cr. requirements after the t:llcclivc Date ofthis First Amendment
since F.N(ilNl:l:It has no control over the cost al' labor, may, be the basis for modifications to OWNER's
First Amendment
Page 4 of 12
responsibilities or to F.N(;INF.'l('s scopc of scn•ices,times of
perliwmancc,or compensation. K. Modilied) 1'N(i1Nl{lil( shall not he responsible tier
the acts or omissions tit any C'untructorls). subcontractor or
C.(Modified) OWNER shall be responsible liar,and supplier,or of any ol'thc Contractor's agents or employeL-i or
ENGINFER may rely upon,the accuracy and completeness of any tither persons (cxcepl ENOINlTICs own empioyces and
till requircrncnts, programs, instnictions, reports, data, and its ctin►ultmnts li+r which it is legally liable) at the Site or
other inli%rmation furnished by O%1'NI?R to FN(ilNI:I:lt othcn%ise furnishing or performing any of the Contractor's
pursuant to this First Amendment, unless w%pressly slated or work: or liar any decision mode tin interpretations or
communicated otherwise by OWNER. FNGINFER may use clarifications al'the Contract Documents gi%en by OWNhlt
such requirements, reports, data. and infimnalion in %%ithoui consultation and ud%ice of I:N(iINI:I:R.
perlimning or furnishing scr%ices under this I-ir%t Amendment.
L.(Modified) The Gencr l Conditions liar any
F. OWNER shall nuke decisions and carry out its other construction contract documents prepared hereunder arc to be
responsibilities in a timely manner and shall ;car all casts the Standard Form of First Amendment hemten O%%ner and
incident thereto so us not to delay the sen ices ul'GNGINI:I:R. Contractor and as uppro%ed by OWNI:K in writing.
G. Prior to the commencement of the Construction 6.02 Authorized Project Representatives
Phase, O\%'NI:R shall notilj I:N(;INI'I-.It of any variations
Prim the language indicated in lishibil E.. -Notice of A. Contemporaneous with the execution of this First
Aceeptabiliq of Work;'or ol'any tither notice or certification Amendment. ENGINFER and OWNER shall designate
that I:N(i1NliliR will be requested to provide to OWNER or specific individuals to act as ENGIN I:It's and OWNER's
third panics in connection with the Project. OWNER and representatives with respect to the services to be pertirmcd or
ENGINEER shall reach agreement on the terms of any such furnished by IiNGINE1:11 and responsihilitiew of OWNER
eq ruested notice or certification,and OWNlat shall authorize under this First Amendment. Such individuals shall have
such Additional Services as are necessary to enable authority to transmit instructions, receive inllormation, and
I:NGINI:IiR to provide the notices or certifications requested. render decisions relative to the I'ruiccl tin behalf of each
respccti%c party.
11.(,\(tidilied) I',N(i1Nl:lot shall not he required to sign
any documents. no matter by %%horn requested, that would 6.03 Design without Construction Phase Sen ices
result in FN(iINEER's has ing lu ecrtih,guarantee or w:uTanl
the existence of conditions \%hose existence I:N(i1Nl:CR (Deleted).
cannot ascertain: pnnided, that ENGINEER has exercised
due diligence and %vas not tithcrwi+e required to certify. 6.04 use or Documents
guanntce or warrant the existence of such conditions.
A. (Modified) (.'pun execution ul'this Fint Amendment.
the ENONFElt grants to the OWNER an u%%ncrship interest
1. During the Construction 1'huse, I-,NGINIT 'R shall in the Instruments of Service. Me EN(i1N1iI:R shall obtain
not super ice, direct,or hate control over Contractor's work, similar interests from the OWNER and the I:N(;INI:I:R's
nor shall ENGINEER hate authority oter or responsibility (Ur consultants consistent ►%ith this First Amendment. Within
the means. methods, techniques, sequences, or procedures of seven days of tiny termination or expiration of this First
construction selected b% Contractor.for safety precautions and Amendment, the I:N(ilNI:EE( shall be w4uircd to tender to
programs incident to the Contractor's work in progress. nor OWNI:It all Instruments of Scn•icc: provided OWNER has
fir any failure of Contractor to comply with Laws and paid all monies, excluding wry disputed amount. due and
Regulations applicable to Contractor's furnishing and owing to I:NtiINI:I:R in accordance With this First
perti,irming the Work. Amendment. With such o\%ncrship interest. it is expressh
understood by the panics hereto that the OWNER mu) use the
J.(Modified)CNGINITI( neither guarantees the Instruments of Servicc liar any purposes which the OWNER
perii%rmancc of ally Contractor nor.usunics responsibility for secs lit,including.but not limited to,stuhsequcni construction.
any Contractor's failure to furnish and perform the Work in reconstruction,alteration, undlor repairs of the Pnriect. As a
accordance%vilh the Contract Documents. I lo%vever,nothing condition to the OWNER's use of the Instruments of Service.
contained in this paragraph shall be construed so as to ubsolve the OWNER hereby expressly agrees to remove the
ENGINF.hIt from liahility for any such 111Hurc about %%hick ENGINEER's name and all rcli renccs to the ENGINEER,
I NUINI'FR knew or should hare known existed in the and its consultants li•onn the Documents. The O11'NL•R hereby
cxcrci.r of I-N(;INla?lt'% services under this First releases any and all claims which the OWNER could make
Amcndrauent. arising out of or in connection with any reuse of the
First Amendment
documents b% the ON NEA. this release of clairns for the
matters covered in this Paragraph 6.04.A shall tit- for the 6.05 Insurance
benefit of the ENGINEER. its olliccrs, anti employees and
sub-consultants,us well as their successors and awmigns. A. ENUNEER shall procure and maintain insurance as
ect limb in F%hihit G.-Insurance:'
It. (Modified) Copies of OWNER-Iurnished data that
nay he relied upon by EMANUTR are limited to the printed It. Not used.
copies that are delivered it)ENGINEER pursuant to Exhibit It
unless otherwise expressly stated or communicated by C. Not used.
OWNI,A. Files in electronic media li►rtnat of test, data.
graphics. or of other tylvs that ure litrnimwd by OWNFR to 1). Not used.
ENGINEER are only lbr convenience tit'LN61Nf{1?R. Am
conclusion or iniormation obtained or derix cd fn►m such 1'. Not used.
electronic files will he at the users sole risk.
F. At am time,0\%\I•R may nqucm that L•NUINLER.
C. Copics of Documents that ma) he relied upon by at O1 NHCs sole toper%. pnwide additional insurance
OWNER arc limited to the printed copies(alm)known as hard coccragc. increased limits, or revised deductibles that are
copies)that are signed or sealed by the GNGINFE.R. HIcs in more protective than those specified in Exhibit 6. II' so
electronic mcdiu format of test, data, graphics. or of other rcquestLd by OWNER. kith the concurrence of E'NUINITIC
t;pcs that arc furnished by ENGINF:ER to OWNER are only and il'commercially available, ENGINEER shall obtain and
for convenience of OWNGR. Any conclusion or inR►tmation shall require ENGINrFlV% Consultants to obtain such
obtained or derived front such electronic files will be at the additional insurance coverage, dificrent limits, or revised
user's solc risk. deductibles for such periods of time as requested by OWNER.
and Exhibit G will he supplemented to incorporate these
1). ltecause data stored in electronic media lirrmat can requirements.
deteriorate or be modilicd inadwertcnth or othen%ise without
aulhoriration of the data's creator, the pan% receiving 6.06 Termination
electronic lilts agrees that it will perfonu ucceptance tests or
procedures within (it) days. afier which the receiving party A.(Modified) The obligations hereundcr may he
shall Ixx deemed to have accepted the data thus transferred. tenninuted:
I he parry delivering the electronic files will correct wry errors
detected within the 60-daw acceptance period. ENGINELIt 1. For cencie.
shall not be responsible a► maintain documents stored in
electronic media lornat alicr acceptance by OWNER. a. (Modified) it% either party upon 30 Jays'
written notice in the cwenl of failure by the other
F: When transferring documents in electronic media party to perlimn in accordance with the terms hereof
fimnat.ENGINFE'R makes no representations as to long•tenn through no lault ofthe tenninating part):or
compatibiliq, usability, or readability ofdocuments resulting
Gom the use of software application packages. operating b. Ity ENGINEER upon scwcn days written
systetins, or computer hardware differing from those used b% notice if I:N(i1NI:1-R is being requested by OWNER
ENGINITH at the beginning of this Pro ect. to furnish or perform services contran U)
LNGINIailt's responsibility as a licensed
1'. fModifiedt Any use of the Documents on an► prul'essioral.
extension of the Project or tin airy other project shall be at
(AVNER's mole risk and OWNER hereby releases c. Notwithstanding the foregoing. this First
ENGINEER from uns liability associated solely with the reuse Amendment will not terntinatc as a result of such
ol'the Documents. substantial failure il'the party receiving such notice
begins,within seven days ufreecipt ol'such notice,to
G. II'there is a discrcpaney bet%%cen the electronic files correct its Iailure to perli-irm and proceeds diligently
and the hard copies,the hard copies govem. to cure such failure within no more than 30 days of*
receipt thereof*.provided, however,that if anJ to the
11, An) scrilicution or adaptation of the Documents for extent such substantial failure cannot he reasonably
c\lcnsions ol'the Project or fur mty other pngcet will entitle cured within such 30 day period. and if*such pans
1:NGINI -11 to lbrthcr compensation at rates it,
he agreed has diligmitly attempted it) cure the mune and
upon by OWNIUt and ENOINFI:R. thereafter continues diligent(} to cure the same then
Firm Amendment
Pagc 0 of 12
the cure period prodded for herein shall extend up 6.10 Iiurarrdous F,nviranmental Condition
to.but in no case more than 60 days after the date of
receipt ofthe notice. A. OWNER represents to Engineer that to the hest of its
knosslcdgc a Ilacardous Environmental Condition does not
2. i•urca ivnience by OWNER e1kcti%c upon the exist.
receipt of notice by ENGINEER.
11,(Modified) OWNER has disclosed to the hest of
1). Not used. its knowledge and belief to ENGINEER the existence of all
Asbestos, PCR's, Petroleum, Ilazardous Waste, or
6.07 Controlling Law Radioactive Material located at or near the Site. including
type.quantity and location.
A. 'Ibis First Amendment is to he governed by the late
of the state in which the Project is located. ('.t`fodilied) l f a I lazardous I:m ironmental
Condition is encountered or alleged. ENGINU?R shall have
6.08 Successors,Assigns,and Beneficiaries the obligation to nolil} OWNER (in or before the next
business day ol'the same.
A. OWNER and ENUINI:ER each is hereby hound and
the partners, successors. executors, administrators and legal 1). It is acknowledged by both parties that
rcpmentuthes of OW NFR and F,NOINETR (and to toe 1.NGINI-E1's scope of sort ices does not include any services
extent penniued by paragraph 6.08.13 the assigns of OWNI-.R related to a l lazardous Environmental Condition. In the event
and ENONEFR►are herch% hound to the other pang to this LNGINEER or am other puny encounters a I larardous
Pint Amendment and tothe partners, successors, executors, lint irunn►ental Condition. ENGINEER may.at its option and
administrators and legal reprosentaliyes land said assigns}of avithout liability Ibr conscquenliul or am other damages.
such other party, in respect of all cos counts. agreements and suspend perlimnance ol'serviccs on the portion ol'the Project
obligations ofthis First Amendment. alkvtcJ thereby until (AVNIX (if retains appropriate
specialist consultants) or contractor(s) to idcntilj and. as
B. Neither OWNER nor I:N(iiNl''.I:R may assign. appropriate, abate. remcdiate, or rcmuse the Ilarardous
sublet,or uansfi:r any rights under or inlerest(including, but Environmental Condition. and (ii) warrants that the Site is in
%%ilhout limitation.nuncys that are duc or ma% become due)in loll compliance with applicable Lu%%s and Regulations.
this First Amendment without the written consent of the other,
except to the extent that any assignment,subletting,or transfer E. OWNER ucknoavledgcs that f. is
is mandated or restricted b) law. Unless specifically stated to perriming professional services for OWNER and that
the contrary in any written consent to an assignmenl. no I:NGINI?ER is not and shall not be required to beconhc an
assignment will release or discharge the assignor from any -arranger," operator," "generator;' or "transponcr' of
duty or responsibility under this First Amendment. hazardous substanees, us defined in the Comprehensive
Environmental Response. Compensation,and Liabilit) Act of
C. ('nless expressly proN ided otherwise in this First 1990(CERCLA),which are or may he encountered ut or near
Amendment the Site in connection with ENGINI.1 11's activities under this
First Amendment.
1. Nothing in this 1-irst Amendment shall he
construed w create,impose,or give rise to am duty owed F. If' F.NCi1Nl•:lilt's services under this First
b OWNER or I:KGI\EER to uny Contractor, Amendment cannot be performed because of a Ilazardous
Contractor's subcontractor, supplier, other individual or Fovironnicntal Condition, the existence ol'the condition shall
cntit},or io any surd for orcrnployce of tiny ol'thcm. justilj ENGIN FT"It's tcmiinating this First AmeWnicnt lbr
cause on 30 days notice.
2. All duties and responsibilities undertaken
pursuant to this First Amendment will be R)r the sole and 6.11 Allocation or Risks
cxclushe henclit of*OWNER and ENGINEER and not
fbr the henclit ol'any other party. The OWNER agrees A. (Modified) Indemnification. See Fxhihil K.
that the substance of the provisions of this paragraph
0.081'shall appear in the Contract Documents.
6.12 Notices
6.09 Not I,sed.
A. IModilied) Am notice required under this First
Amendment will be in writing, addressed to the appropriate
First Amendment
Page 7 of 12
part) at its address an the signature page and given persmnall%. 3. First .imemclmew --I his agreement between
or by registered or certified mail postage prepaid. or by a O)WNI?R and hNGINVI-It for prolessional services.
commercial courier service. Additionally, notices may he including thusc Exhibits listed in Article 8 hercot:
gi%vm via facsimile or h? electronic mail il'such notice is also
given personally, or b% registered or certified mail or by a 4. .lpplic•mticin liter Paytncnt--Che fiant acceptable
commercial courier senicc. All notices shall he clf'ectivc to I-.M;INFI{It which is to he used M Contractor in
upon the date ol'reccipt, requesting progress or lined puyrnents lirr the completion
of its Work and which is to be accompanied h) such
6.13 Survival supporting documentation as is required by the Contract
Documents.
A. (Modified) All express representations.
indemnifications, and limitations of liability included in this S. Ashemos--Any material that conwins more than
First Amendment will sun ivc its completion or termination one percent asbestos and is friable or is releasing ushest(is
loran% reason. fibers into the air above current action levels established
by the United States Occupational Sulcty and l icalth
6.14 Sevcrability Administration.
A. Any provision or pan of the First Amendment held 6. !licit• Servires-=The services to bo pertihrmed
to be void or uncnlureeablc under any Laws or Regulations licr or liurnished to OWNER b% f NG1Vhl?R in
shall be deemed stricken, and all winaining, provisions shall accordance with Exhibit A. fart I, of this First
continue to he valid and binding upon OWNUR and Amendment.
VNGIN ER. who agree that the First Amendment shall he
refomtcd to replace such stricken pro%ision or pun thereof 7. Uicl--The otter or proposal of the bidder
with a valid and enforceable provision that comes its close as submitted on the prescribed R)rm setting forth the prices
possible to expressing the intention ol'the stricken provision. for the%Vork to he peribrmed.
6.15 Waiver 8. liic&li►rt; /echo,nuts•-the advertisement or
in►itation to Ilid.instructions to hidden.the laid form and
A. Non-enl0rcenacnt of any pro►ision h% either party attachments.the fiid bend. if any. the proposed Contract
shall not constitute a %+moor of thal provision, nor shall it Documents,and all Addenda,if any.
affect the cnlbrceahifio ol'that provision or ol'the remainder
ofthis First Amendment, 9. Chaikge Under--A document recommended by
llNUINI-Tlt,which is signed by Contractor and OWNFR
6.16 Headings to authorise an addition,deletion or recision in the Work.
or an adjustment in the Contract Price or the Contract
A. The headings used in this First Amendment are lie Times, issued on or after the Elfectivc Date of the
general reterence only and do not have special significance. ('(instruction Agreement.
ARTICLE 7- DEFINITIONS 10. Construction "I.greemmi—Thc mritten
instrument which is evidence ol'the agreement.contained
in the Contract Documents. between OWNER and
7.01 Defined Terms Contractor covering the Work.
A. Wherever used in this First Amendment(including 11. Construction C'untrmct-=The entire and
the l:xhihits herelol and printed with initial or all capital integrated written agreement Ixtween the OWNER and
letters, the terms listed below have the meanings indicated. Contractor concerning the Work.
which are applicable to both the singular and plural thereof:
12. CatistrruYPon Cost—The cost to OWNER of
1. Deleted those portions ol'the entire Project designed or specified
by LNGINF.I.R. Construction Cost does not include
2. :lohlitnonal Services—Mc senices to lx costs of scnices of ENGINEER or other &-sign
perlornicd tar or lumished to OWNER b% I.NGI\F.I:R in prolessionals and consultants,cost of land,rights-ol=way,
uccordunce with F\hihil A. Part 2 ul this First or compensation liar damages to properties,or OWNER's
Amendment. costs for legal. accounting, insurance counseling or
auditing services. or interest and financing charges
First Amendment
Page 8 of 12
incurreJ in connection with the Project, or the cast of rel'ernd to in the Contract Documents, or has been
other services to he provided by others to OWNI-A damaged prior to IiNCilNEER's recommendation of linal
pursuant to F%hibit li of this first Amendment. payment.
Construction Cost is tine of the items comprising 'total
Pru_ject Costs. 19. 1hw11R+e++l.%--Data. Reports. Drawings.
Specifications, Record Drawings, and other deliverables.
13. OvIodiliu-d) (Come! Oot-ti entc-Oncuments whetter in printed or electronic media lonnal, provided
that establish the rights and obligations of the panics or furnished in appropriate ph,a_ccs by I.NCINFL11 to
engaged in construction and include the Construction OWNIT pursuant lu this First Amendment.
Agreemenl between OWNER and Contractor and all
documents referenced therein,Addenda(which pertain to '_t). Drmrings--1 hat pan tot'the Contract Wcuments
the Contract Documents), Contractor's [lid (including prepared or approved by ENGIN1111 which graphically
documentation accompany ing the Rid and any post-BiJ showy the scope,extent. and character of the Work to he
documentation submitted prior to the notice of*awardl perf'onncd by Contractor. Shop Drawings are not
when auacheJ as an exhibit to the Construction Drawings ac so defined.
Agreement. the notice to proceed,the bonds,appropriate
certifications, insurance documents the General 21. L'Ilecvive Ihrre of the ("uuaruc!lnrr J)1reemeru--
Cunditiuns, the Supplcmenlan, Conditions, the 'I he date indicated in the Construction Agreement on
Spwilicatiurr and the Drawings us the wane arc more which it hccome% ell'cetivc, but it' no such date is
specifically identified in the Construction Agreement. itxlicatcd. it means the date on which the Construction
together with all Written Amendments. Changc Orders. agreement is signed and delivered by the last ol'the two
Work- C'hantw Directives. Field Orders, and panics a►sign and deliver.
ENGINFER's written interpretations and ckirilications
issued on or alter the F.ticctive Date tit'the Construction 22. Pffi-clive Jule of t1w First .1meudurent-4-he
Agrcemcnl. Approval Shop Drawings and the reports dale indicaed in this FII'til :\ntendmenl on which it
and drawings of subsurface and physical conditions are becomes effective, but it' no such date is indicated, it
not Contract Documents. means the date on which the 1•irst Amendment is signed
and delivered by the last of the Iwo panics to sign and
14. C'n aract Priee••'I'hc nu►neys payable by deliver.
OWNER to Contractor for completion of the Work in
accordance with the Contract Documents and as stated in 23. h.'NGLVEF.R'.v C'un+•+►llarus--Individuals or
the Construction Agreement, entities ban ing a contract with I-NCilNI•:I:R to I'umish
services with respect to this Project us EN61Nl:FR's
15. Contract Tim s--1 he numbers of days or the independent pr►Icssional associates, consultants.
dates stated in the Construction Agreement to: (i)achieve suhcontractom. or vendors. The tent ENGINIaat
Final C'omplction,and 60 complete the Work so[hut it is includes 1iNCiINIiI It'%Consultants.
read} for final payment as evidenced M 1-'NCi1Nl?IiR's
written recommendation of final payment. 24. Field Orals--A written order issued b5
FNGINITR which directs minor changes in die Work
16. C'orutructor--An individual or entity vvith whom but which dues not involve a change in the Contract Price
OWNER enters•into a Construction Agrcenent. or the Contract Times.
17. Correction llerio,l•-Ilse time after Final 25. Final a+l Cornpli pion shall mean that all work has
Completion during which Contractor must correct. at no been completed, all final punch list items have been
cost to OWNER.any Delcakc Work.normally tine year inspccied and satisfactorily completed, all payments to
after the date of Final Completion or such longer Period suhcuntractors have heen made, all documentation and
of time as may be prescribed by I.uws or Regulations or warranties have been submitted. all closeout documents
by the terns of any tpplica;lc special guarantee or have been executed and apprncd by the OWNER.and
specific provision ol'thc Contract Documents. the Project has been finally accepted by the OWNER.
I S. !)►Jcc rivr-r1n aJ,jrctivc which. when mudil..Ing 26, General C'uudirio�+.o-phut pan tit' the Conu:►ct
the word Work, refers ao Work than is unsatisfactory. Documents which sets firrth tenns, conditions. and
faulty. or deficient, in that it dons not contbrm to the procedures that govern the Work to he perli►mtcJ or
Contract Documents. or dues not meet the rcvµuirements burnished by Contractor with respect to the Prtvjcct.
of ,nty inspection, reference standard, test, or approval
First:Amendment
Page 9 ul'12
27. Ila.art/uas ligrtrunmcntal ('onc/ition•-Ihe Resident Ihvicet Rcpresenuui%c agreed to by OWNER.
presence at the Site of Asbestos, 1101's, Petroleum. The duties surd responsihilities of the Resident Proicet
1 lwurdous Wusic, or Radiouelh u Niaterials in such Representative are us scat lbrih in Exhibit 1).
quarilities or circumstunecs that may present u substantial
danger to persons or propcny exposed thereto in 36. Sanrl*s»I'hysical examples of materials.
connection%%ith the Work. equipment, or workmanship that arc reprcscntativc of
sonic portion of the Work and which establish the
29. lla:ardous 11awt--'Fhc terns Ilwardous Waste standards by which such portion of the Work %011 he
shall haw the mcuning pru%ided in Section 1004 ofthe judges!.
Solid Wastc Disposal Act Id'_ USC Section 01103► as
amcnJed from time tit time. 37. Shop Prato i ko.-A II dra%%ings, diagrams.
illustrations, schedules, and other data or inlnnnatiun
29. Laos and/ Re ulatiures. Lau% or Regulatiow-- %%hich are specifically prepared or assembled by or for
Am and all applicable la%%s, rule%. regulations. Contractor and sulnnined by Contractor to ENGINEER
orlinanccs, codes, standards. and timers of any and all to illustrate sonic portion of the Work.
gocemmental hodics. agencies, authorities. and count
ha\ing jurisdiction. 311. .Sat--I ands or areas indicated in the Contract
Docurncnts as being furnished hs OWNER upon %%hich
30. I'('11's-•I'ul►chlorinated hiphem Is. the Work is to he perforated.rights-ol'-way and easements
Inv access thereto, and such tither lands fi,unished by
31. Paraleism»11ctrolcurn, including crude oil or OWNER%%hich arc designated li%r use of Contractor.
arty (Faction thercol'%\hich is liquid at standard conditions
of temperature and pressure (60 degrees Fahrenheit and 39, tilxryicutioar.-7hat pan of the Contract
14.7 pounds per square inch absolute), such as oil. Docununts consisting of%%ritten technical descriptions of
petroleum, luel oil, oil sludge, oil refuse. gasoline. materials, equipment, systems, standards. and
kernsene.and oil mixed%\ith other non-I Iarardous Waste workmanship us applied to the Work and certain
and crude oils. administralke details applicable thereto.
32. Rathcnrc•rirc .1latcrnt/s--Sourcc. special nuclear. 40. .14disranNal C'omplrtian-=fhe time ut %%hich the
or byproduct material as defined by the Atomic Energy Work (or a specified pan thercol) has progressed it)the
Act tit' 1954 1.42 1ISC Section 2011 ct seq.!as amended point where. in the opinion tit'I:N(ilNI 1:K.the Work(or
from time too time. a specified pan thereof) is sutlicientl% complete, in
accordance with the Contract Documents, so that the
33. Rec,wol/)rat ing%..lhe Dra%%ings as issued for Work (or a specified pan thcrcol)can he utilired kir due
construction on%%hich the I:NGIf\1:CR. uNin completion purposes liar %%hich it is intended. the terms
tit the Work. has sho%%n changes Juc to Addenda or "substantially complete"and"substantially completed"as
('hangs Orders and tither inli%rntulitin which F'NUINI:f:R applied to all or part of the Work ruler to Substantial
considers significtut based on record documents C'ontpletitin Ihereol:
lurni%hed h% Contractor to CNGINFER and %\hich %%we
anointed by Contractor its slum changes made during 41. Vjq)p1rrarruan 0joulmom--I hat pan of the
construction. Contract Document\ %%hich amends (or %upplements the
Gowral Conditions.
34. R.-imhttrsahle 1-%1awses.-The expenses incurred
directs b% hN(;INLER in connection %%ith the 42. (Modified) 'load Payee•!Cmrc--Ihe sum ul'the
pertitrming or furnishing of Basic and Additional Construction Cuse allowances liar contingencies,the total
Semices fior the Project flor %%hich OWNER shall pay costs of services of IiNGINIiER or other design
I:NGINITR as indicated in Exhibit C. professionals and consultants,cost of land,rights-of=%%Jy.
compensation lordamages to properties.OWN(?R's costs
35. Resi lent Pre fret Rep1wenhrrire-•flee fir legal, accounting, insurance counseling or auditing
aulhorircd rcprewnunise of FNGINFI:R.if any,assigned scr ices, interest and financing, charges incurred in
tit assist IaGINI:I:lt at the Site during the Construction connection with the Project,and the cost ol'other services
11haw. I he Resident I'micct I(cprescntati%c %%ill he Its be provided by other to 011'NI{R pursuant Ito Exhibit
{NC NVER's agent or cmpfuycc and under 11 ol'Ihts first Amendment.
LN6INIi6It's supervision. As used herein, the term
Residem Project Representati%c inciudes uny assistants tit'
First Amendment
Page 111 of 12
43. Work—Me entire completed construction or the
various separrtcl) idealiliable parts thcreol'required to he (i. Exhibit(i,"Insurance."consisting oft%vo(2) pages.
provided under the Contract Documents with respect to
this Projcx:t. Work includes and is the result of If. E.xhihil 11. -Disputc Itesolution;'is not used.
perlblming or furnishing labor, services. and
documentation necessary to produce such construction I. Exhibit 1."Allocution of Risks,"is not used.
and 1'umishing, instulling,and incorporating all materials
and all equipment into such construction,all .us required J. Exhibit J. "Spe-vial Provisions." consisting of eight
h) the Contract lNicumenls. (8)pugc5.
44. 11brk C-hwti:e D.recrit-r--A ►%ritten directive to K. (Added) Exhibit K. "Indemnilication" consisting of
Contractor issued on or allcr the 1:11ective Date of the n%o(2) pages.
Construction Agreement and signed by OWNER upon
recommendation of the I:NGINI:I R, ordering an
addition,deletion.or recision in the Work,or rt:%ponding 8.02 'Total Agreement
to ditli:ring or unlorescccn sub%urlacc or physical
conditions under which the %%ork is to be performed or to A. I his Agreement (consisting of pales 1 lu 12
emergencies. A Work Change Dirccti%e►►ill not change inclusi%c. together with dic Gxhibil% identilicd above)
the Contract Price or the Contract'Times but is :%idcnec constitutes the entire agreement het►►een OWNER and
that the panics expect that the change directed or I.N(iINIiI•.It and superxdes all prior ►►ritien or oral
documented by a Work Change 1)irceti%c ►%ill be understandings. phis 1•irxt Amendment ma) onI% he amended,
incorporated in a subsequently issued Change Order supplemented, modilicd, or canceled b% a duly executed
lolltming negotiations by the parties as to its elli:cl, if ►%rittcn instrument. This First Amendment :dung with the
any,on the Contract Price or Contract Hines. exhibits shall he read and construed a%the stone agreement.
45. 11ridcrr .1menbitent--A ►►ripen amendment of
the Contract Documents signed b) OWNER and
Contractor tin or alter the lilli o ve Date of the
Construction Agreement and normally dealing with the
nun-engineering or non-technical rather than strictly
construction-related aspects of the Contract Documents.
ARTICLE 8 - EN IIIIJII:S AND SPECIAL.
PROVISIONS
8.01 Exhibits Included
A. hxhibil A. 'TNGIN1:1At's Serviccs." consisting of
eight t 8)pages.
It. 1{xhibit 11. -OWNER's Rcsponsihilitics." consisting
of m o(2)pages.
C. Exhibit C. "Pa)nicros to Engineer lit Scr%iccs and
Reimbursable h:xpcnscs."consisting of mo(21 pages.
1). I?xhibit 1), "Duties. Responsibilitio and I.imitations
ofAuthorily ol'Residcnt 1'roiect Representative."is not used.
li. I:\Itihit F, "Notice of Acceplabil'it% of Work.*'
consisting ol'itw(21 pages.
I'. I-Alibit F."Construction Cost Limit." is not used.
First Arucndment
Page 1 I of 12
IN WITNESS Will-REOF,the panics hettto have
executed this First Amendtent,the II'Mctive Datc of which is
Indicated on page 1.
OWNEW CITYUF BAYTOWN ENGINEFI 4CA INC.
Signature: Sig'nature:Printed Name: Robert 1). I cincr Printed Name:
Title: City Maws! Title:
Date Signed: Date Signed:
Address for giving notices: Addm—;for giving notices:
P.0.Box 434 6335 Got flon.Suite 101)
Ila%un%n.Texas 77322 l lousion,TX 77081-1169
'
Designated Representathe Ipaaragraph 6.02.A): Dcsiguutcd ReprescnlatR, (purugntph G.0?.rtl:
Name:Jose A.Pustruna.P.E, Name:]ubin Syamtschk.I'.F.
T'itic:Dirworol'lingincering Title: Vice President
Phone Number: (281)420-71 Sit Phone Number:(7131777-5337
Facsimile Number: (2811.120.6586 Facsimile Number.(713)777-5976
I•-Slail Address: ja+e.piaSlRn1:I'/f;bagtuan.org G-I1uii Addre:L-;:u%ii jonescunercom
First Amendment
Page 12 of 12
'I his is t XN1111T A. consisting of 8 page. referred w in and
pan of the First Amendment between OWNER and
ENCENEER ror Professional Services dated
Initial:
0WNI.A
I:NCi1NliF•.li
F:V(:INF:F.R's tien�Ices
Article I of the First Amendment is amended and supplemented to include the lollo►►ing agrvvn►ew of the parties.
FNGINITR%I►alI pro►idc Ilasrc and AdJitiona1 lieniecs.1%wl Iittth tklti
PAR I I --BASIC SERVIC'S(MoJrfied)
A 1.0 1 Prelrntrin►n /h mgn I'httse
A. I.N(ilNI.I:R ahall:
I. Consult ►►ith OWNER to deline and clarify OWNER's additional requirements lur the Project and
a►ailable data nut identified ►►ithin the 1'reliminan Lnginecring Report("PIAC).
2. Ad►ise OWNER us to the necessity ol'OWN1:1('s providing data or senices ofthe I)pes described in
Fxhibit It, ►►hich are not part of ENGINITR's Basic Services, and assist OWNER in obtaining such
data and services.
3. (Modified) Identilj, consult %%ith. and analyze requirements of governmental authorities ha►ing
jurisdiction to approve the portions of the project designed or specilied by IMilNITIt.
d. Identil} and evuluate potential solutions a►ailahlc to OWNER: and,alter consultations►%ith OWNI.R.
recommend a► ON'NEft those solutions which in L ICINI ICs judgment meet OWNEA's
requirements for the Project.
S. Nodilied) Attend meetings with OWNER and OWNER's consultants, designated hoards,
commissions and.,or ChN Council to receive input into OWNFICS requirements liar the ProiL t and
c►aluutc potential solutions available to OWNER.
6. Modili%:4 Perform or pro►ide the lollo►►ing additional Prcliminan Uesiut Phan tt►shs or dcli►rrahlcs:
a. Contact utility and pipeline companies ►►ith facilities near the site to obtain maps of existing
facilities. 11' necessary. I:NGINl-A:R ►►ill coordinate ►►ith the pipeline%utility companies to have
these facilities localcd in the field.
b. Pro►idc a complete design survey for Cite Project. including required topograph% and boundar►
inlormation. the 5uncy shall pro►We complete horizomal and cenical control as ►►rll as shun
ownership. encumbrances. recorded casement information. existing infrastructurc and topographic
information Iiir construction ol'thc proposed lift station.
c. Provide geotechnical investigation (under u subconsultant agreement ►►fth A►iles Engineering
Corp.) liar the proposed lift station impro%ements. The purpose of the investigation ►►ill be it)
cvaluute the near surl4ce geological conditions and to pro►ide geutechnical conclusions and design
recommendation% regarding the proposed impro►ements. Investigation ►►ill address: general soil
trod geologic conditions; recommendations lur structures and sanitary sewer design. depth to
groundwater or seepage: excavation considerations: pavement design recommendations;
Page 1 01'8 Pages
WON[A--F.NGINETR's 5cr►ices)
recommendations lirr trenching and shoring, loundation design,select lilt re%luircments and bearing
strength.
J. Pro%ide an investigation to prepare a Prctitninar) Wetlands and Jurisdictional Waters
Determination and Delineation and a Transaction Screen Environmental Evaluation (under a
subconsultamt agreement uith SMC Consulting. Inc.) fur the site of the proposed lilt station
improvements to determine whether any recognized potential environmental concerns exists and
provide details on potential regulator impacts and risk.
Services within the scope of a Preliminary Wetlands and Jurisdictional Waters Determinution and
Delineation include evulualions ol'vcgetwion indicators, soil indicators, hydrolog) indicators, and
previous land use characteristics. Services not within the scope of a Prcliminury Wetlands and
Jurisdictional Watem Determination and Delineation and a Transaction Screen Environmental
Evaluation include: a Phase l Environmental Site Assessment, final determination and
documentation fbr wetlund determination and delincalion, preparing, coordinating and obtaining a
Clean Water Act Section 404 Iron the I:SACF or an Archeological Pedestrian Survey is neuded.
7. (.Modified)Prepare it prelitninar) submittal ol.
Y 30'1,u drawings lirr the proposed lilt station impro%ements if on an expedited schedule,or
30°b drawings for the proposed lift station improvements if not on an expedited schedule.
(%%hcther 30% or SMio submittal the"First Submittal"1. %%hich ►till, as appropriate. contain schematic
site layouts illustrating the scale and relationship of the improvements, schematic plan and profile
sketches ol'tile proposed till station twt well. schedule ofevents and the conceptual design criteria
with appropriate exhibits to indicate those solutions identified in the PER and available to Mner.
which ENGINEER recommends. Preliminar% selections of construction materials shall be noted on the
drawings or otherwise described in %%riling in the First Submittal. Fhis first Submittal ►till be
accompanied by MOINF.I:R's opinion of 'total Project Costs fir cacti solution which is so
recommended for the Project %%ith each component separately itemized, as itemized in the PLR
estimated project costs breakdown,including the following.which%%ill be scpuratcl% itemized: opinion
of pwbable Construcliuu Cost,allot%ances for contingencies and for the estimated total costs ofdcsign,
prolessional, and related services provided by UNGINF R and,on the basis of inlirmation furnished
by OWNER. ullo%%ances h)r other items and services included within the definition of Total Proiccl
Costs.
8. Furnish three(3)review copies ofthe first Submittal to OWN[-.It and revic%% it wish OWNER
i on or before Nlay 20,all I,if on an expedited schedule as indicatcJ in writing b) the OWNER or
Within sc ent)-five(75)calendar days of authorization to begin services if not..
v. Re%ise the First Submittal in response to OWNF.R's and other parties' comments, as appropriate, and
furnish live(3)linal copies of the revised 30%Submittal to the OWNER within
on or before May 31.2011.if on an expedited schedule as indicated in%%riling b) the OWNER,or
i tell I10)calendar Jays after completion of rcvic%%ing it%%ith OWNER ifnot.
li. OWNI:It nut) expedite the Project by protiding written notice to F:NOINF:FR at an) time; and. if expedited.
F.NCIN1TR will be obligated to meet the cxlkdited schedule as detailed in A.1.01. Furthermore. alter the
Project has been expedited.OWNER may elect in writing air the set ices to be performed on a non-expedited
basis and ENGINFER will be ohligutcd to meet the nun-expedited schedule us detailed in A.1.01.
C. (NIodifiedl ENGINI'.Elt's services under the Preliminary Design Phase %%ill he considered complete on the
date%%hen the final copies ofthe revised Report has been delivered to and accepted b) OWNLIC
A 1.02 Fwal Design I M sr
A. After acceptance b) OW'NIiR of the Preliminary Design Phase documents and rois%til opinion of probable
Construclion Cost as determined in the PreliminaD- Design Phase, but subject to uny OWNER-directed
Page 2 of 8 Pages
(Exhibit A--ENGINFER's Services o
modifications or changes in the scope,extent,character,or design requirements of or tiu the I'rijcct,and upon
written authorization from OWNGIt,ENGINEER shall:
I. (Modilied) On the basis of the above acceptance, direction, and authorization. prepare final Dra►►ings
indicating the scope, relationships. I'onns sire and appearance of the Project by means ol'plans,profiles.
construction details and technical specifications together with the c.xtcnt and character of the Work to he
perlirmted and i mishcd by the Contractor,including the quality level for major materials. Specifications
will he prepared. where appropriate, in conformance with the 16-division Ibmtat of file Construction
Specifications institute or other format agreed t0 in►►riting by OWNER and ENGINEER.
2. Pro►k1c technical criteria.Witten descripfions,and design data for OWNI:R's u,e in filing applications for
permits loom or approvals of go%ernmental authorities ha►ing jurisdiction to rcvie►v or appro►c the final
design ofthe Project and assist OWNI{R in consultations►vith appropriate authorities.
3. Perform or provide the following addilional Final Design Phase tasks or delkerrbles:
a. Acquire plan approvals loom the City. 1larris County. all utility companio(it'ncces,an). and the
1'exas Commission on I:nvironntcntal Quality:
b. Coordinate with local scr►ice providers to confirm adequacy ofcicetrical service capacity.
4. Ath ise OWNER of any adjustments to the Project whedule and the opinion of prohahle Construction Cost
and any adjustments to rl'ulal Proiect Costs known to I-.N(;lNEER.
j. Make appropriate recommendations to the OWNER to utfjust the]'rgject size,quality or budget il'at any
time the LNGINIiIA's estimate of probable Construction Cost or '[*(,till Project Costs exceed the
OWN I'It's budget
6. Prepare storm t►ater pollution prevention plan and traliic control plan(il'neccmary).
7. dither:
i furnish fifteen(13)CI)s containing all hid documents:duns With IWO(21 specification hook copies of
the 90%Bidding Documents and a revised opinion of probable Construction Cost to the OWNER on
or before July 13,20]I.if on:in expedited schedule as indicated in writing by the OWNER.or
i Provide three (31 loll-sire sets of 90"a Bidding Documents for the OWNFR*s rcvic%% and comment
and rc%iet► it with OWNER within w►enty-live(75)calendar days ofauthoriiation to begin scn ices
if not on an expVdiled schedule.
S. Ite►ise the dlrcumcnlS in response to OWNLICS and usher parties'cnmmcnts.as appropriate.
Issue addenda as necessary to address the OWNER's and other parties' comments on or below
July 21.2011 il'on an expedited schedule as indicated in writing h) the OWNER.or
% Revise the docunents in response to OWNfR's and other parties' comments. as appropriate. and
furnish liticen(15)C I)s containing tall bid documcnu along with two(2)specification book copies
of the rcciscd i tH%!lidding Doctunents and a revised opinion of prohahlc Construction Cost to the
OWNER within tell t 10)days ulier completion of renewing the 100% Bidding documents with the
OWNER Wiwi expedited.
It. In the v%unt that the Work designed or specified by liN(ilNl:[:R is to he performed or furnished under more
than one prime contract.or if I:N(ilNI:I:R's services are to be separately sequenced with the work ol'one or
more prime Cuntraclom (such as in-the ease of f'zwrackin;), OWNER and VNGINEER shall, prior to
cununencentcnt of the final Dcsign Phase, develop a schedule for perl'onnanec of ENG IN[TIt's services
during the final Dcsign. Bidding or Negotiating. Construction. and Post-Construction Phaws in order to
sequence and coordinate properly such services as urc upplicahle to the work under such separate prime
]'age 3 of 8 Pages
(Exhibit A--ENGINVER's Services►
contracts. This schedule is to he prepared and included in or bccom. an amendment to Exhibit A tthelher or
not file%%ork under such contacts is to proceed concurrenll).
C. The number ul'prime contracts for Work designed or specified b) I-MiINEL•R ulx)n►%hich the LNGINELA's
compensalion has been established under This I irst Amendment is one.
1). OWNER mat expedite file I'ntjecl b% providing tcriticn notice to IiNGIN1:I:R at an) time; and, il'cxpcditeJ,
FN(ilNFER will he obligated io meet the expedited schedule as detailed in A.1.02. Furthermore. alter the
Project has been expedited,OWNER mat elect in ttriting for the services to he performed on a nun-expedited
basis and ENOINFER mill be obligated to meet the nun-expedited schedule as detailed in A.1.02.
E. jModilicd)I:NGINtai[t's sen-ices under the final Ocsign Phase will be considered complete on the date%then
the subminuls required by partgruph A(.U'_.A hare been delivered lu and accepted by C)WNFR.
A 1.03 Ridfin.q nr Negoliuling Plurse
A. After acceptance by OWNER of the[lidding Documents and the most recent opinion ol'probable Construction
Cost as determinod in file Final Dcsign Phase. and upon Witten authorization b) 0N-'N];R as proceed.
l.N(ilNl•ailt shall:
I. Assist OWNEIt in adtenising Ibr and obtaining bids or ncgotialing proposals for the Work.
2. Issue Addenda uw%approlxiute to clarify,correct.or change the Bidding Documents.
3. Consult t�ith OWNI•:It as to the acceptability ol'subcuntractors. suppliers,and other individuals and
entities proposed ht (.'onlracu,r 1br those portions ol'the Work as to Wiich such acceptability is
required b)the Bidding Documents.
4. (Modified) :wend the Mandator% Pre-laid Conference and the Ilid opening, prepare laid tabulation
shccls.assemble contract documents. and assist OWNUR in holh evaluating Bids or proposals and
uaurding contracts iiir the Work.
S. (Added) Assist in connection with Ilid protests, rebidding, or re-negotiating contructs liar
construction,materials,equipment.or scn ices.
b. Assist OWNER in securing and anal)zing bids or negotiated propusuls and recommend atvarJ of
the construction contract.
B. (Modified) The Bidding or Negotiating Phase t01 he considered complete upon commencement of the
Construction Phase.
A 1.04 C'orrstrurlion Phase
A. Upon successful completion of the Bidding and Negotiating Phase, and upon whten authorization from
OWNER.ENGINITR shall:
I. General.I,hifinistrothm td(bnvlrrrrtion('n+tlrucJ. Consult with O11 Nlilt;transmit instructions lu lltc
CONTRAC COR: and act as t►WNER's representatite as provided in the (icnerul Conditions. Pile
extent and limitations of tltc duties,responsibilities and awhorit) of I':NGINFI:It as assigned in said
(icaeral Conditions shall not be modified,excepl as,I'M 1NEER ma) othenaise agree in%%riling. All
of OWNI R's instrucrions to Contractor Hill be issued through F.NGINFER,who shall have authorit%
to act on behall' of t)11'NPR in dealing+ Mill Contritctur to the extent prodded in this I-irst
lntrndntent and said(;eneral Conditions except as utherx ise prodded in witing.
Page a of*$Pages
(Exhibit A •-ENCINLER's Services)
2. (Modified) SeleclBrK Indelnwtleul &wing l.tibaralarV. Assist OWNIX in the .selection of an
independent testing laboratory to perform the serviecs identified in purugruph 112.0I.0,ifuny.
} 1're-Construc licot C'ernferenve. Participate in a Pre-Construction Conference prior to commencement
ol'Work at the Site.
a. Hace/ines anal Ilenc/anrarkc. As appropriate, stake and establish baselines and benchmarks fi+r
locating the Work %%hich in ENGINETICs judgment are ncccssar\ to enable Conlractor to pwceed.
5. O.tita to,Nite and/(lhcen•ation of Construction. In connection t%ith oh+cn•atiorts of Contractor's%cork
in progress while it is in pn,grew
a. I\lodilicdi Make%isits to the Site at intcrals appropriate to the%arious stages of construction,
appropriate to%cri( Contractor's paymcni requests,and as I{N(il\{{hat and/or OWNlilt decnts
necessary, in order to obxre as an experienced and qualified design professional the progress
and qualiv. of the Work. Such visits unit observations by ENGINEER.and the ResUctn Project
Rupresentatisc, if an), arc not intended to be exhauslive or to extend to e%cr) aspect of
ContractoCs%%ork in progress or to imolvc detailed inspections ofC'ontractor's%%ork in progress
beyond flee rcsponsibilitics specifically assigned to ENGINEER in this first Amendment and the
Contract Documents,but rather are to he limited to spot checking,%lective sampling.and similar
methods of general ob%en-ation of the Work based on I:.N(ilNlil?R's exercix of proIL-sioaal
judgment as assisted by the Resident Project Representathe, if am. Based on information
obtained during such visits and such obx;nations. I:\CilNl:l•:It %%ill delcnninc it Contractor's
%%ork is proceeding in accordance %%ith the Contract INscuntenis. and ITGINFUR shall keep
(Ak N Fit informed of the progress of the Work.
It. (Modified) The purpose of ENCINI:f.R's visits to, and representation by the Rcsiden► Project
Representath c,ifam,at the site.will he to enable t{N(iINI:I:It to better cam out the duties and
responsibilities assigned to and undertaken h) LNGINf.h.R during the Construction Phase.and,
in addition. by the exercise of ENGINI:I:R's etlbris as an experienced and qualified design
prolissional, to pro%ide tier OWNER a greater degree of confidence that the cornplcled Work
%%ill substantially conlirrnt to the Contract Documents and that the integrity of the design concept
of the completsxl Project as a functioning whole us indicutcd in the Contract Documents has been
implemented and pre-.er•ed b% Contractor. hN(ilNl:{:R shall not, during such ►isits or as a
result of such observations of C'ontractor's work in progress, super ise. direct, or hale control
over Contractor's work, nor shall ENGINVER ha%e authorit% over or respowibilit% Ibr the
means,methods,techniques,sequences.or procedures of construction selected b� Contractor. tar
salctq precautions and programs incident to Contractor';work,or lisr am failure of Contractor to
compl% %%ith I a%%s and Regulation-. applicable to Contractor's furnishing and perlitrming the
Wort.. Accordingk. I\(ilNl 1:R neither guaranlec% the perfisrmuncc of am Contractor nor
assumes responsibilit� for am Contractor's lailurc to lurnish and perlbrtn its work in accordance
%%ith the Contract Micumcnts.
h. (Modiliedf lhyective Work Recommend to OWNI.R that Contractor's work he disapproved and
rcitztcd while it is in progress if.on the basis of such observations. ENGINEER hclicws that such
work%%ill not produce a completed Project that substantially contorms to the Contract Documents or
that it will prejudice the integrity of the design concept of the completed Project as a functioning
whole a%indicateJ in the Contract Documents.
7. Clarijiratiorrs anal Interpretations. Fiek/Order.%. Issue necessary clarifications and interpretations of
the Contract Ihtcuments as appropriate to the orderly completion of Contractor's %cork. Such
clarifications and interpretations will he consistent%%ith the intent of•and rcas nably infrrublc from the
Contract Documents. ENGINFIT muy issue Ficld Orders authnri/ing minor variations from the
requirements of the Contract Documents.
Page 5 of B Pages
(E xhihil A --EN61NGI-R'%Sen ices)
N. Change Onterc caul fl i,rk Otwa ty Direct;res. Recommend Change Orders and Work Change
Directitcs to OWNER.as appropriate.and preparc Change Orders slid Work Change Directives as
required.
al. llaop Dru►riats eau!lurapla�a. Rcticw and uppn►ve ur take other appropriate action in respect to Shop
Drawings and Samples and other data which Contractor is required to submit. hill only Cor
conli►rr►tance%0h the inibrination given in the Contract Documents and compatibilit}-a'itll ilia design
concept of ilia completed Project as a functioning whole as indicated in ilia Contract Documents.
Such revicus and approvals or other action will not extend to means,methods,techniques,sequences
or procedures of construction or to safety precautions and programs incident thcrcto. ENGINEER
has an obligation to meet uny Contractor's submittal schedule that has curlier been acceptable to
I;NOiINIi1;R.
10. Subvitut:s and "or-equal" Evaluate and dctemtinc ilia acceptability of substitute or "or-equal"
materials and equipment proposed by Contractor,but subject to the provisions of puragraph A2.01 of
this Exhibit A.
If. layweliwrc ►rad 7i.sm Require such special inspections or teats of Contractor's aurk as deemed
mts onabl% neecssary. and raceme and review all cenilicates u1'inspections. tc-as, and approtals
required bN I.aas and Regulations or ilia Contract Documents. I•:NGIN IAt's review of such
cenilicates wili he tier ilia purpose of determining that t1►c results cenilied indicate compliance %►visit
the Contract Documents and will not constitute an independent evaluation that the content or
procedures al'such inspections, tests, or approvals comply with the requirements of the Contract
Documents. ENGINITIt shall he entitled to rely on the results ul'such tests.
12. (Modilictl)Okek;reemcws bet►►eell Ull;\'liR Rail C'onfractar. Render li►nnal ttritien decisions on all
claims of OWNER and Contractor relating to ilia accepiability of Contractor's aurk or the
interpretation of the requirements of the Contract Documents pertuining to the execution and pr►gress
of Contractor's work. In rendering such decisions. I:NGINIT11 shall be lair and not show parlialit•
w OWNER R or Contractor.
13. A17plications lior PoYment. Based on I:NGINIiliIt's observations its an c%perienced and qualified
design protcssionul and on rcvictt of Applications Ibr Payment and accompanying supporting
documentation:
a. Detemninc the amount that ENGINIi A reconnnends Contractor be paid. Such
recommendations of pat•mcnt will he in writing and Mill constitute I:NGINEEICs representation
to OWNER, based on such observations and review, that, to the hest of i;NGINFER's
knowledge. intimation and belief',Contractor's work bus progressed to the point indiculcd,the
quality of such work is substantially in accordance with the Contract Documents(subject to an
evaluation of ilia Work as a functioning whole prior to or upon Substantial Completion. to the
rvsulL% of any subsequent tests called for in the Contract Documents and to all% other
quulilications stuicJ in the recommendation).and the conditions precedent to Contractor's being
entitled to such payment appear to have been lultillcd in so far as it is I:NOINEER's
responsibilit to obsene Contractor's work. In ilia case pf unit price mark. ENGINIi1:R's
recommendations ofpa}ment gill include tinsel tictcnninutions ol'quantities and classi lieut ions of
Contractor's aurk(stthicet to;my subsequent adjustments allowed by ilia Contract ilocuatents).
fhe responsibilities of'L'NGINFEA contained in paragraph :\1.(1d.:1.S.s are expressly subject to
Ilia limitations set ti►rth in paragraph A 1.114.A.S.b and other express or general limitutions in this-
First Amendment and elsewhere.
b, By recommending arty payment. I�.\'CilNFIR shall not thereby be deemed to have represented
that obscrvatiuns made b%•ENGINEER to check the quality or quantit ol'Contractor's work as it
is perAwm d and Ibmished have been exhaustive.extended to every aspect ofC'ontnactor's work
in program.or involved detailed inspections ofthe Work he)ond the rc%ponsibilitics spccilicall+
Page(i 01'N Pages
(Exhihil A--I:N(;INI;I:It's Sun-ices)
assigned to EN(IINLI.R in this 1•irst Amendment acid the Contract t)oeunicnis, Neither
VN"GINI.I.}t's rc%ic%% of Contractor's %stork 10r the purposes of rccommending pa)ntents nor
LNGINI.I.ICs recommendation of am payment including final payment %sill imixise on
1 N61\I I.R respon%ibilit% to supervise. direct,or control Contrectur's%%lark in progress far for
the tneans. methods, techniques. sequences, or procedures of constnrction or sality precautions
or progtan+s incident thereto.or Contractor's camplianec %%idi I.aHs-.laid Regulations applicable
to Contractor's lurnishing and perkirmitig the Work. It %%ill also not impose responsibility on
I:N(il\Ira at ko make any examination to:ascertain ho%% or floc%%hat purposes Conuaetur bus used
file mone%s paid on accuum of the Contract Price.or to detennine that title to way portion ol'the
%%ork in progress, materials. or equipment has passed to OWNER free and clear of any liens.
claims, security interests. or encumbrances. or that there ma} not be father matters at issue
bct%%een(1W Milt and C'ontmctor that might affect the anuounl that should he paid.
la. ('utt(r,t(•nor"s('(Pnil)ti,liutt!)oi•tott.•tntc.
a. 1Nladilicdl Receive and re%ie%% maintenance and operating instructions.schedules.and guarantees aS
prepared b% lite ('ontractur in accordance %%ith the Contract Documents. Engineer%ill compile this
itil'ortnation:as provided b\ Contractor.and deliver three(3)copies ul'tllc same to U\CNI It.
h. 1 Modified) RccOw bonds. certificates.or other e\idencc of insurance not prc\iously submitted and
required I%\ the Contract Documents,certificates of inspection, tests and appro\als. Shop Dr%%ings.
Samples and other data appru\ed as pro%ided under pan;agraph A 1.04.A.9. and the annotated record
documents which are to he assembled b+ Contractor in accordance with the Contract Documents to
obtain final pa\ntenl. the extent of such IiN(AN11111's re%ict% trill he limited as pru%ided in
paragraph A 1.04..\`).
.. LNC;INIA, t shall transmil these docunlents lu OWNIA %%!Ilin thirty days of receipt of documents
liorn Contractor.
J. (Added) Preparing and tur•nishing to 0A MR Record Dra\%ings or. Mi tar %hu%%ing appropriate
record+nlOrntation based fan Protect annotated rccurd ducutn,nts recei%cd(rum(ontractor.
15. ( lose-oul Services %!pull%%ritten authorisation lions OWNER.1 WINLER.during;the Posl-Cunslructiun
Phase.shall:
. Provide assistance in amnection%►iih the testing and adjusting of Proicel equipment or%ysicnos.
2. Assist U\\MAt in training()\CNF R's stall'to operate and maintain Proiect.equipment.and systems.
3. \,.slit OWNlat in de\cloping procedures hir control ol'thc operation and maintenance of.and record
keeping for Project equipment and sN slum:.
d. Prov ide()perations anti Maintenance MLmu:d.to the(.)\\N1 R us%%ell,as electronic us-built dra%%ings
floc the completed P oiccl.in a formal acceptable to the OWNI•R.
S. 1 together w ith UN'NI:R.v isit the Proiect to ob%er%c any apparent del'cvts in the Work.assist OWNER
in consultations and discussions%%ith Contractor concerning correction of any such deiects,.laid make
recommendations as ao replacement or correction of Deleclke Work. i1•prewral.
h. Perlionn or pro\ide the liollo%\ing additional Post-Construction Phase tasks or deliverables:NA
7. In cuntpan% %%ills O\x'\I R or O\C\fIC% rrprescnlati%e, provide an in%l%ection ofthu Pro iect %%ithin
one n%omh bchirc the end ul the ('mwiun Period to ascertain %%hailer ;fat% portion of the Work is
subiccl to t'nrTCC1i0l1.
Parr 7 fat 8 I' ec%
(Exhibit A -- I NOMI I Ws Set ices)
10, Athfitional lick.►. Perl'ornt or provide the Iidlo►►ing additional Construction Phase tasks or deli►eruhles:
17. (Modilied) Dula/ Aofive of A c•epluhihi.%,<J the Hark. Conduct a final inspection to delerntinc il'tile
completed Work id' ('ontraclor is acccputblc so that liNUINI:I:It nla} mcontlncful, in ►►citing. find
payment to Contractor. Aecuntpan}ing tite recommendation liir final payment. IiNGINVI:It shall alsti
pi-ovide it notiec in the limn attached hcreat as lixhibit 1:(tic-Notice of Acceptability o1.11'urV)that Ill
the hest of liN(ilNI-A-A's kno►►Iedge,inlimnation and Ikliel'and upon the c%ercisc of EN61NITICS clue
diligence.the Work is aceepuahle and is in compliance with the Contract Docunlentx.
It. lrrrrarion of Co,rsrrurioin Phase. the Construction Phase ►►ill commence ►►ith the ewculion of the first
C'onstniction Agreement tier lac 11niject or any pan thercol' and will terminate upon final payn ou to
Conlractors. II' the Proiccl im ol%cs more than one prime conlract as indicated in paragraph A I.(l2.C.
('Unstnlction Phasc%cr►ices ma} lie rendcrcd at dillerenl time%in to Ilic separnc Contracts.
C. Lineal ern of E:NCHNI•:lil( shall not he rcsjussiAhle our the acts or omissions of an►
Contractor. or of Ili% of its suhcontr cton, supplier., or of an} ether indi►idua) or enlii% Is.rIonning or
lumishinc an} of the Work. l:\(ilNlil'.1( shall not he respnnsihlc Cole I.-tihuc ol'am Contracior to perlimn or
turnish the\fork in accordance With the Contract Documents.
PART 2--AUDITIOMI.SERVICES
r\'01 .ldiitional ervive.%Requil-mg()11'\'Et?'s:Irrrbarisorio)r in Advance tdranc e(Deleted)
A2,02 Required.hldirirrn�il.�i r tvct s fU�•!i'leclr
Page S of 8 11at;<s
f 1:%bibit .% -- t-.\(dN1 l'.I('s Scr►ice+a
This is EXHIBIT B. consisting of 2 pages, rcicrrcJ to in and
pun of the First Amendment between OWNER and
ENGINEER for Professional Services dated
initial:
OWNER
1?NCi1NIiliR�
OWNER's Responsibilities
Article 2 of the First Amendment is untended and supplemented to iucludc the tnllo"ing agreement ol'thc parties.
112.01 in addition to other responsibilities ol'OWNER us set li►rth in this First Anicndmcnl.OWNER shall:
A. Provide ENGINEEM "ith all criteria and fill intimation as it) OWNER's requirements fur the Pruiccl.
including design objectivew and Constraints, space, capacity and perl;mnanee requirements. flexibility, and
expandability,and any budgetary limitations:and fitmish copies ol'all design and consinrction standards"hick O1VNiat
"ill acquire to I)e included in the Dra"ings and Sp wilications: and lumish copies of OWNEA's standard lumis.
conditions,and related documents liir F.N(;INItEiR to include in the Bidding Documents.when applicable.
It. Furnish to ENGINETA tu)y other available inlurniation pertinent to the Project including reports and Jum
relative to previous de-ig►►s,or incstigation at or adjacent to the Site.
C. 1 lodificdi Following E:NOUNIA"It's assessment of initially-available I'roject inti►nnution and data and upon
I-MANEFR'."riven request. burnish or othemise maize available such additional mailable I►rojcct related infsmiation
autd darn an is rcasonubh re:luind to enable I:UNIiFR a)complete its 11mic and Additional Scr%ices,it Nuts.
I. (Deleted).
2. (Deleted).
3. 1 Dcleled).
.I. (Deleted).
S. (Deleted).
0. 1 DOClcd).
D. 1 Dcicted),
E. (vlodilied I Aulhoriie EN(;INITlt to prop ide Additional Services as set li►rth in fart 2 of Exhibit A of the Pint
Amcn(huml as the OWNER deicnnines is nccosan.
F. (Modilied)Arrange fix access to and make all pro►isinns 11ir l*N(;I`I?I:lt to enter upon public and prisute
property as required for E.N(;I`i:hl(to perform seniees under the First Amendment.
G. Fxaminc all alternate solutions. sutdies. reports, skelches. Dnminc, Speciticaions. proposals. and other
documents presenled by LNGINI-lat(including obtaining advice ul'an attorney.insurance counselor.and other ads isors
or consultants ae OWNER deems appropriale with respect to such examination)au►d render in"citing limrely deeisiOmS
pertaining thereto.
11. tDcleted).
Page 1 of 2 Pages
I Exhibit 11-•OWNEK's Responsibilities)
1. (Deleted).
J. Ad%kc ENGINlailt of the identit% and scope tit' services of am independent consultants employed by
OWNER to periirnn or tarnish services in regard to the Pnrject, including.but :tot lirnitcd to,cost estimating.prtilvet
peer review,value enginecring.and consintctuhility review.
L. Deleted
N1. Deleted
N. I)cicttrd
N. Dcicicd
I'agc?(11,2 Pages
(Exhibit B-OWNl•:It's Responsibilities)
l'his is EXHIBIT C. consisting il1'2 pages. rclerred to in and
part of the First Amendment hetween OWNER and
ENGINEER for Professional Services dated
Initial'
UN'NlK
{NliMlil'.It
I'avinents to ENGINEER for Services and Reimbursable E%penses
Anicic 4 of the I irsl Anuudntent is amended and perliirmcd during both the I'reliminar� and
supplemented it, include the titlltming agreement ill I ioal Design I'Itases. It the Proico is
the parties: expccliled hill the IAGINI+'It LAS nil nit-Cl
either the Jul\ 1 i"' ur the Ju1N 2 1" deadline.
AR IC'IA 4 -- PANAIEN I S 10 1111' 1 N61\11"R lNlil\l:l.K dill not fie entitled to an)
additional compensation. If the Project is
C'Lill Por Baxii-. etvives t ivin;.I A-wrinbt"il expedited but then MV NI R requests
C om out to h-wewi tlethini of services he perhmncd on a twit-expedited
basis, tits F:ngineer will lic entitled to rccei%e
additional compensation litr those ser ices
A. O14•NF.K shall pa% FNOINLIA liar Basic perlonned on and meeting the expedited
Scr\ices set lath in L'xhibit A as lolltms- schedule,which additional compensation shall
he based upon 18 percent of tine rites
I. IModified) specified in tine rile schedule. which is
Lt. A cast not to cxcced amount ill attached as Appendix I of Lxhibit C. times
Qyi,utlu,ll(I based upon Ilse rate schedule. (lie actual time spent cat the expedited Project,
which is attached as :appendix I ill fxhihit and shall nut exceed the tidlowing lit cacti
C and incorporated herein litr all intents and task:
Purposes. I his .nnuunt dues not include I. I'rcliminan I)csign Phase....-......$19.543
those I.ngincer's Consultant's charges as 2. Final Design Phase......................S42.457
pros iced helow in this Article a,
Subparagraph C4.05. 1 he rust nil to exceed 2. (Alodillcd) I:NGINFI 4. mad %%ith the
kill he distributeJ at the completion of each consent ill' (MALR alter the distrihutiun of
of the phases in an amount not e\cccding the cilntpens;:tion hemecn indi%idual tasks noted
1011(ccirm,, litrcach task: herein to he consistent with scnices acluAh,
rendered. but shall not exceed the total coal nnl
1. 11rclimimtrn Design Phase...,......55.1.0041 tit eweed ;unount unless apprmed in writing b\
2. Final Design Phase......... ..........SIat).UUII the MVNI.K.
Bidding t'h;t e.............................S 12,t)un
d, Construction phaX......................Sd(1,0A00 1. 1 11e cost not to e\cved includes
cumpens.Atin tilt LNG1Nh:liIt's sere ices.
b. 11 the Project is expedited in accordance Appropriate amounts ha\r been incorlxtraled in
w ith A.101 anJ:or A 1.02 and the the rust not to exceed to account for labor,
LNGINITR meets the expedited schedule overhead,and ptti+lil.
h\ bath (i) Suhtnining lUU°b Bidding
Documents and all related documents and d. Deleted.
CD's nil lute 0\VNI:1 on or bclirre Jul% I!.
2011 as required in AA02 and (ii) issuing 5. [lie portion of the amount billed for
appropriate addenda on tit Moore .lull 21. I-A(iI\I+'R*,, sera ices %%ill he based upon total
2011. 1:\GINI-A-A will he entitled to serc•iieS actually completed during the hitting
additional cuntlnusaliun in the amount of period.
542.I1110 lirr the expedited set ices
Pare I ill 2 I'ares
t Exhibit C-Basic tier\ices\V ilh DetermineJ Scope--Cost out to exceed Mohod)
in addition to thug rctluircd under F:\hibit A. and. it
C4.02 1 or Basic Services 1Ltring.In ( m1ei sunned authorised in sd►anec by Olt NFIC
Scope •- 1)lret•t 1whur ('uus !'trues is Factor
Jtet tuc/u1'Par rent (', the anluunts p mthlc to I:N(ilNl:lilt fits
Reimbursable INIlvitses 1611 he file I'ruject-related
internal expenses actually incurred or allocated by
IiNGINFER based upon the rate schedule for
C•1.03 Ii,r.idillriunulSerrlcca reimbursadtc expenses, lilts-, all invoiced external
Reimbursable Fxpen. s allocable to the Proicet. the
\. OWNER shall pa► I:N(i1Nl:L•I( lot latter multiplied by a Factor of I.I.
Additional tier►ices as li+llu++ti
D. I Dcicicd).
I. (;enrrctl. Fur scr►ices td'f:�(it\I:I:ICs
employees engaged directly on the Pruicet I:. (Added) the OWNER must appra►e all
pursuant it)paragraph A2.01 or •\2.02 ul't:\hibit trs►•cl e\pcnscs belorc the %.tine arc incurred. 11'such
A of the Fins Antundmcnt,c\ccpt lilt,cr►ices as appro►ul is not ubtuincd. tltc OWNER shall not tic
a cornultant or %%itstcas tinder paragraph liable for such trn el c\pco%c%.
A2.41I.A.13. an amount based upon the actual
hours ►►orkcd and the rate schedule. ►►hich is C•1.03 Pur 1.A(;1.1'1iER'.%('unsalr,trtt's Clxtrge.t
attached as Appendix 1 of Exhibit C and
incorporated herein for all intents and purposes. A. Nlodilicd) 11'Itcne►ur compensation to
plus lWinhursablc F\pcnscs and I•.N(iINI-+.R'% F.NGINFUR herein is stated to include charges of
ConsullanCs charges, if' uny. No Additional I N(iINI+R's Cutt-.ullants. lhosc charges -.hull he the
tier ices shall be prelormcd ►►ithout the prior antt+unts billed hr 1 NGINITIC% Con.ullants to
o.rittcn caununt oft lie()%%tier. f.IrUNI It inn.. it Factor ul' I.I. Ube consultant
clsargcs shall n++l c\cccd the liello►►ing amount-.
2. II)elcledI. specified for each of the lollmOng see ices. unless
approved in to iting by the O\I NI.R. I he charges
C4,114 /u, 1t'errnhru.►uhfc lit/,en.e.► include the factor,and are as folltms:
A. (Molitied) \Vhcn nul included in I. (iculechnical"Fest ing..................I......Sli.11ttp
compensation for Basic Scr►ices under paragraph 2. Stntclurt.............................................S2i.ultll
('43)1. OWNER shall pay liN(ilNIi1.R for 3. Environmental.......................................SSA(H)
Reimbursable INpunses as the rate set firth in 4. 1.and,raping..........................................SSMOO
Appendix 2 of this Exhibit C. Before the OWNER
shall he liable fur any reintbursablc expenses, the C4.06 Oireel Lrrhi,r Ceistc
1'.N(i[Nlil{R must oblain prior►aritictt appru►;l of the
O\\'Nlat of any c\pcnse that e\cee.ls SI.000 li+r A. (Deleted).
►►hich the I MONLIAt seeks scimharsentent
Reimbursable F\11enscs. including the I•actor It. II)cicted).
dcacribcd its pat graph C.I.11•I.C. shall not exceed the
lallu►sing lilt each phrase of the I'toiecl. ►►hctltct 4.07 Faaor►
incurred by the I:N6INII•:R ur VN(il.N'1AACs
cunsullarttls): A• (l)cicicd).
1. Prelstninar% Design I'brie.....................52.un1► It. (Dcicicdl.
2. I•inal Deign I'hase............................S 120)u
i. Bidding i'hose......................................5L(t11u C'4.08 Other PrurtsiwA!'r,neermike l:rratem
•1. C'ousinrction I'hase..............................St).Uno
:\. Progress l'sy mints. the portion of file
amuums hilleJ li+r ser\ices which arts identified ill
If (Modiliedl Iteimhur+ahlc I.xperises inchide paragraphs(A.1)1. C' ml. and C.I.W ►►ill he based oat
she li+tluainl; categories• mileage, puking, tells. lung the vale scludule liar the cusnutati►e hours charged w
dist.uace. reproduction of Drimingti. Spec iii Vitt ill n,. the t'roicct during the hitting period by lilt of
Itiddint Documents.and similar I'n+iect-related ilelns
Page 2 of_2 Pages
(4ahibit C -:\It Other Scrcicc%,C'hargcs--Cost not to!:\cued Method ofl'aytnent)
i
F.WIl\FER's cnipit»«s and consultunttsl. plus
Rcimbursublc!-apenscs.
i
i
Page 3 of 2 Pug6s
(Exhibit C-All tlthcr Ser%icundChurges--Cost not to F..Ncccd Mctluld of Puymcntl
APPENDIX I OF EXHIBIT
RATE: SCIIFI)l;I,F
E:NCINEFRIN(; PERSONNFI. OFFICE: PERSONNEL
l iginccr I .. ...... .................._..._.................S 7x Ot'lice Assislant...,.. -... ...................... .........S 25
Engineer II . ... ........................ ..... . ..... . ..S 84 Clerk ..... ....... . . .................... .... .S 311
ngincer IIL. .. ............................ ............... S 4)3 LnginceCs Assisimit 1 ........... .......... . .. ....,. S 45
1 n incer IV ............... .. .. .... . .. .S1r13 ( nginccr'. •\.sisl;utl 11 S 60
mincer\ .................. .... . S1 18 Sc.rct.lry I. . ....... . S 37
I.nginccr V1._ .... ... ._ .._ .... SI 3" Secretary 11 ... .._.._.. S Ji
Stilfl.n_incer.. . ....... ..... . _ .. ........ . . .Sl•I; Necretary III .__ S 5;
Pruicct I n•�inccr.................. ................... ..S155 ConUact C'oclnlin.a,,r . . . .........._ .. .......
Si Project knginect........................ ....... ....W0 Bookkeeper ............ ....... ................... .... ..S 65
Sr.Project M.miger,................. ................... 165 Sla1i:\ssistanl........ . . ........................... ..S 71)
epirlmcul%l:tnager..................................$175 C'hict'Accoumant....... .... ................ ..........S 90
Di%ision\lanager.........................................S185
Officer --Regional Manager..... .. .......... .. S195
011iccr Corporale Manager..........................QUO Sl'R\'El'1\(; PFRSONNF.I.
U1liccr - President........................................�;225
4-�lun E icld Cret.......................................... S 15b
3-\•I:ut! icld('rctt.......................................... $I•Jp
2-M:1n I ield Cre%%.... ..... ............. ............ ... S12u
ELECTRICAL E\C:I\EF.RI\G PERSONNE:1. J-\dun I ield Cre%% w Robotic Survey S}stern Slsu
H ctrical Lngiucer I................. ...................S 'N) 3-Mao I ivId C rc%% %% Rohotic Sure} System $170
1•lcrtrical Impincer II....................... ... ......SItN1 2-',ton I iclJ('rc%% tt Robotic Sur\ey System $150
I•lectrical I ngincer III...................... ............$111) 1-\Ion I ield(lra %N Ruhulic Suncy System $125
I.Icctrical Lnginecr IV..................... ...._ ......WO -I-Slant I icld Crc%% a (;J'S Sc stein ................$210
1 Icctric.tl I-neineer\'....................................S130 3-\ta11 1 icld l rca tt 6l'S System.................S200
I.Iectric.11 Engineer VI ............ .... ...... .......S135 2-Nlan I icld Cre%% 611S System.................S17t1
I.Icctrical Project I'nginecr.......................... S Ell 1-\Ian Field Cre%% (I PS Sy stem................. S 15u
Sun C., I cchniciim 1... .................................. S 52
Sur%ct technician I...................................... S 62
CONSTRUCTION PERSONNEL, J'r,�iect Sur\eyur I...... ............ .... ...S 67
l iincludes toilvig ..............
. ...._.S 5u
I'rtyect Surveyor IL.. .. .... .......... ................ S Ku
Project Rcpresentatite I...... .... .... .......
PfUlcel Sllrt et or IJJ. ............................ ....... S )2
Project Rcprescntatite 11 ..... .... .... ...... . . ...5 17
('heel of Sur%ey (rctt♦ . ..... ..................... ..S 9_
Project Rcpre-,ntatite III........ ... _. _...... S 67
ltceistctcd I'rul ! and Nuncyur......... _.. .. 5135
Project Reprc.cutati\c I%......... ... . ... .._ .,S 17
Project I(cpreserltattteCoordimt,lr_. ,.,. \ X2
C'un.tructiun hi6inccr I........... ......_. ._._. .S 78
C'ons►tuction l m!inecr U..... ..... _ .S X4 DENICNERSIDRAFUING PERSO\NEI.
l'un,Uuctiun I ngincer[II ........... .......... .....5 `)3 CAD Operator I....__................... ............. ... S 43
Con%tructiun I ngutecr IV..................... .......$10; C'AI)t)perator I I...... .. .. ...............................S 49
Construction I:nginccr V ..............................$1 18 CAI)Operator III...........................................
Conslructiun\damper.............................. ....$155 CAD Operator IV .... .... ........................... ... $ 68
CAD Opetatur V...... .....................................S 78
CAD Ntaniger................................................S 92
Designer I ......................... 2
Designer11...................................................$ 92
Chic(I)csig tier.............................................. S 95
Design C uurdinatur.. .... .......... ............ .......S1115
Design(ourdinolor II....................................SI 15
lilt Openitor I... ............... ................... ... . S 55
(iIS Operator I I.. .. . ... .... ...........................S 75
(.'umputcr I sett..... .. ..................................... 5tl
l'omptim.\1a11;1va . ....................................Sulu
P;1g: I of I I'azc.
1Appcndi% I of Exhibit C Ilourly Rate>1
'%PPENDIX a or• EAMBIT C
lt1:11I litn2SE11f?,1'1•01-c.•OSrS
1. Reproduction perlonacd in office
Site IllitCk R IVltitc Calm
x I V(single-sided) S 0.031page
8,i--"x I I"(double-sided) S 0.lYliage S 1,00.'puge
ti'i" I•I" S 0.1 5puge S 0,7ifpuge
I 1 . 17" S 0.30,page S l.un page
J:ars�..l,knuitit{tl 1_'�ints�l�li��s �ilu��c� white
I•ransluccnt hand S 0?0%page S :.CNI.'sq It
Color Ifond S 030ipagc S 4.00lsq It
Photographic Bond S 4.00ipagc S 8.001-'sq 11
Vellum S 1.0011age N-A
"VI►tar S 2.001 page N,A
Acri;sl ktacks•ruunds
:111 Siics
'. facsintilcssent. 51.110'each lac-simile
.t, Transportation imilcaaa IRS rate
4. ;\udajr Video Cienti=ncini.
a. audio Con So.I Pmintttc/person
b. Vidco Conl'ercncing SO.591'11611111cipersoo
c. Audio Video Confcrencing S0.03iminutelperson
5. Subcontracts and s11 tither outside expenses and fees:Actual cost plus 10%.
0. 5un c)ing Expenses
a. Cr
cw Rates: Includes time charged penal at portal and the first 120 miles ohnnsportation and
standard survey equipment
h. Special Rental I"quipalem: Actual Cost plus 10"c',
e. Stakes: Cu.t plus 10%service charge Micre an CXCCssi\c number of Wooden stakes or an% special
stakes are required
d. Iran Rods and Pipes: Cost plus 101 o
c. All-Terrain Vchicle(ATV): Sl
I. Ch•crtime Rates: Jobs requiring work on%wekends or holidays billed at 1.5 times the standard rate
g. Saics'i ax: to he paid on buundar)-rClatcd scrt•ices.
it. Dclivericx.abstracting scr%ices.outside reproduction costs.and usher reimbursable c\penscs
charged at cost plus trl".,
Page I of 1 Pages
{Appendix 2 of Exhibit C Consullant's I lourly Rates)
Ibis is F XIIIBIT F..consistint:of ?pages. reli:rred to in and part r+(the Firm .Amendment I►etNecn O\\'NFR and
ENGINEER rur Pruressional Services dated
Initial:
()WNI'R
I N61NI IR V
NOTICE OF \C'C'EI'I*ABII.1'1'1'OF WORK
I'RO1 I CI
O\\'NIA:
O\\'NI It's Construction Contract Identilic:dion:
1111 CONS I Itt ( I ION AGIMIAILN 1:
(•UNS I I 'C Il()N CO\I It:\('I I):\
I MdNI I.It:
%.: tM\FR
And 141: CON IR•\( I OR
I lie undersigned herell% gill e. notice to the alim a O\\'NI.R cmd C'ON I It,\('[OR that the completed \\ork
furnished and perliormed b\ CON IR:LA OR under the above Contract is acceptable, espressl} subject to the
prop isna)s ill the related Contract I)ocuments and the trans and amditions set lurch on the reserse side hereol.
Its
I itle:
Date&
Page 1 142 Pages
(E%hihit F: NoticeufAeceptahihty oil Work)
I Reverse side it I'Notice i
CONDITIONS OF" NOTICr 01; ACCEPTA III LITY01:WORK
I'he \otict: &it*Accclltallilit} ill Work C*Noticc-) on the front side (it'this sheet is expressly made subject w the
I'vIltming terms and condiliom to all persons%%I%() and rcl% thereon agree:
I. ~aid Notice is given %%ith the skill and Cale ordillarib used In members of the eng.hiccring proli:ssion praclicing
under similar condition,;at the same time and in the same Im'lliq
2. Said Notice reillects and is an expression of the prolessionall judgment t)I'I:N(;[N[',[:It.
3. Said Notice is given;I.%to the best of FMANEFX's knoMedge.infilrination.and licliel'as of the date hercof.
4. (Muddled)Said Notice is based entire1% oil and exprmly limited by the scope ol'survices ENGINFIA has,11ccil
employed b% ONVNER it) puribmi or furnish during construction oftlic Proiect (including observation ol'the
CONTRACTOR's work) under EONOINI-A-JUN First Azimidnicia %%iih OWNFA and applies to (acts Thal are
within I-AGINVIA's knoMed-c or could or should have been ascertained bN ENGINEI-At as result ofearrying
out the responsibilities specilically wisigned it)NNOINFER under ENMANITICs agreement%%ith OWNIA.
S. (Niodilied)Said Notice is not it guarantee or%%urranl% ol'C(7NTRACTOR's performance under the Cmisirtielion
'Contract nor an assumption ofre.%ponsibilim lor am Cltilurc ol'the Contractor it, furnish asid perform the%%orl,
thereunder its accordance%%ith the Coniract Jucuntents,u;tic.%% ENGINF.Elt kiw%% or should hate knimn ol'such
failure wid I'jilcd it)notifi the O%%ner of such Ihilury and take appropriate action st,that the wine were corrected
and brought 4110 COFT1111kince with the Contract Documents.
91
I E%hibit E Notice 11 1,:%ccvptabi1it% of M ork)
Phis is F X III IIIT G. coniiisting ol'-i pages. relerred to in and
pal of the First Amenclnicnt between OWNFIt and
E NC INKEA for Proresslonal Services dated
Initial:
OWNL.R
FN(ilNla'.R
lnsurtucec
I'aragr ph (P.th of the First Amendment is amended :and supplememcd to include the ti►Ilawing agrectnem of the
parties.
(36.05 Insurance
I'Itroughout the term of this First Amendment,the E.N61Nla:lt at its own expense shall purchase.rnuintain and keep
in li)rce and etl'ect insurance against clainis Iar injuries to or death of persons or damages to property .which ma%
arise out of or result from the LNGINI.EAN operations and%or performance of the work under this First Amendinent.
whether such operations anJ'or perli)rmance he by the LNON IA. its agents. representatives. %oluntecm.
emplo.ce% or subcontiactors or M amone directly or indirectl% emplo}cd by an% of then. or b} atyone li)r %lose
acts int% of them 111u► he liable.
the FNGINI-F•R'% insurance coverage shall he priman insurance with respect to the OWNER. its officers, agents
and catplo%ccs. Any insurance or sell-insurance maintained b% the OWNIAt. its officials. agents and crnplo%ces
shall be considered in execs~ of the ENOINI Lit'%insurance and shall not conlribuic to it. Further,the F\(il\l?I?It
%hull include all %tthcomrutom as additional insureds under its commercial general liability policies or shall lirnish
separate certilicale%and endorscrucrt1% for each xthconlractor. All coverage for suhcoulractors shall be sublccl to all
ul'the requirements staled herein.
lie Itillowine i%a list of standard insurance policies alone with their rtspccti.e mininitirn cmerage untount.required
In IIII>contract:
Commercial(iertcral Liability t('61.1
(;encral Aggregate: S1.ntu+attl
I'rr>duets aL Completed Operations: S1.tloo.tlr)(1
Terminal&Advertising Injury: S!lWn.)tlo
Per Occurrence: W0.000
it. Co.erage shall he at least as broad as ISO C(i UU t)I 10 9;
b. No co.eragc shall he deluded from standard policy without notilication of individual exclusions being
attached lior rcvic%% and accepunce.
Business Automobile folic. MAP)
Combined Single Limit%. $1.000.01)t
t3. Coverage 11or"An• Nuts."
Workers'Compensation 1nminancc
Slaluton I imits
F.Inp11)Wl's Viability S?pcl.Ugt
Wai.cr of Subrogation required
Frrors k Omissiori%(!t Ot
intit: S 1.11tlu.000
it. For all engineers,and or design companies.
h. Clainls•tnatle fi►rn1 is acceptable.
c. Coverage will be in three 1i)r mic I I)1 ear alter proleci is completed.
Page 1 of 2 loges
(E•:ahihll C -Insurance)
Upon execution of this contract, ENGINEER shall lily %%ith the OWNFR valid Certilicates tit' Insurance and
endorsements acceptable to the OWNER. Such Ccrlilicattcs shall contain a provision Thal coverage allitrded under
the policics will not he canceled,suspended,voided,or reduced until at least thirty. (30)days prier t►rilten notice has
been gi►en to the OWNlilt visa certified mail.return receipt requested.
The 1-NO N1;1i1t shall also lite►%ith the OWNER valid C'erlilicates of Insurance co►ering all subcontractors.
The lolloaing are general requirements applicable it)all policies:
a. ANI Rest Ralingofit-:\'11orbetter.
b. Insurance carriers licensed and aahninrd to do business in State of I cxus it ill be accepted.
C. l.iabilil policies►►ill be on occurrence li►rnt. E.K t 1 can he on claims-made form.
d. The City o1,lim to►4•n,its officers.agents and empioyecs arc its be added as Addilional Insured to the commercial
eeatcral liabilit} and business automobile policics.
c. l'pon request of and without cost to llte Cite of iliyto►►rt, certified copies of:all insurance policies andior
certilicales of insurance shall be Burnished to the C'it}, of 13ayloun's representativu. C'erlilicaaes of insurance
shoving evidence of insurance coverage shall he provided to the Cih of lia.to►+n's representative prior a+
execution of this agreement.
I: tapon request of and without cost to tlae City of Ilu to►►n. loss rtms telaints listing) of an► ancVor all insurance
coverage shall be III rni+heel to the City oIIla,lo►►n's i—prescnlativC.
Page?of? Page~
I Exit ibil C - InsuranceI
Ihis is E\IIIIII'I' J. consisting o1 tt pages. rcli:rred to in arid
part of the First Amendment between OWNER and
ENC;IN'F:rit ror Profcssionol Services dated
Initial:
OWNCR
I•\(il\Gtat
SpecialProvisions 17
The li►Ilo%\ing pro%isions shall he applicable should the ('rtijecl be performed on an expedited busis us designated in
wiling b\ the OWNFR. Should the pro isions in these special pro%isions conflict %%ith those clso%herc in this First
:\mcndment, including all exhibits thereto, the more stringent pro%ision shall appl%. a, determined in the stile
discretion ofthe O1\NER.
I. All services to he perlormed under this First Amendment shall he performed in accordance %%ith and meeting all
of the requiretnenls of the Icxas Department of Rural A1Tuirs ('ontract tio. I)RSo10_22o. CI)IUi I)isaslcr
Rectiver) Frititlement (iranl Program(the-O ant"t.and as hereinafter amended. are incorporated herein b% lhis
referenec and are included as the scope of per\ices required for the project.
2. 1 \hibil A shall he:uncudcd to include the Rollo\ing It,tsic scrt ices:
a. Attend pre lnnin.tn ctinIcrenco,t\iIli(►\\N1;R regarding else reiµtireminiI ul the prince:
b, l)qterming nccessil) liir an\ acquisition of am additional real prop erty:cascinvnis+It s Ii+r the( IA
project and. ii'applicahle.litrnish tit()WtiFR:
Name and adder„of proper%\ oancrsa
egal description of parcels a►he acquired:and
r Map%ho%%ing cm ire tract %%ith designation of part to he acquired.
c. Coordinate am necessary surreys tit'existing rights-of%%ay. topography, utilities, tic other field data
required for proper design of the prtiiCCI. Pro\We consolation and ad\ice is to the Ilecessit\ of
O\\•NFR pro%iding or oblaining other services such:t%auger borings.core borings,soil tests,ur other
,ubsurfuce explorations. laborttor\ testing and inspecting ol* samples or materials: other special
consultations. FNGINITR %%ill re\ic%% an\ tests required and act as O\\'NER's represenutti\e in
connection%%ills an) such scr%ii:s.
J. Submit detaitcd dra%%ings and plausspecilicaliuus to uppropriatc regulatory agcncy(iesl and obtain
clearance. ,\II submissions %\ill he apprmed in wiling b\ OWNER I,ngincer prior to submission tit
other regulator\ agencies.
c. Prepare bid packet contract documenlvad\crtisentettt liar bid!,—AI the line the hid packet is Complcled.
l NONLFR shall also furnish to O\%NI.R an updated 'bitten IStiln'lle of 1'mbahle ('('ses for the
Project.
t. Mike It)-da\ call to confirm prevailing%rage decision issued by'I\UDBO.
g. Itcurporatc an} and all\%.tze rale modifications or supersedes%t.1 hid add endunl(if applicable)
it \%tend mandator\ prel\id meeting, issue addenda a, necessary to claurit*\ the proicct. conduct bid
opening, provide a recommendation for.ward.prepare all ne.•cssar\ minute,as requesled b\ OWNER
Lng,ineer.and assisl%\ilh hid proleUs and rebidding.
Page I tit 2 Pages
tV%hihil.1 -Special Provisions)
i. I abulaic.anal%n,and rct icw hid%for compicteness and accurac%.
j. Accomplish Construction Contractor cligihilit% verification.
k. Conduct pre-construction conterence and prepare copy of repotu'minutes.
1. Issue Stall of,Construction\UIICC lit I CDIRi arld Notice to Proceed Ut COINIrllCli011 Contractor.
In. Dctlgn low accc%s ht person,ltitll Ji%abilitic% to i'acililiel to he used hs the public to a-Ccordancc with
Public Law .41.1
m I'se OWN11C% (urns for instructions lu hidden, general conditions. contract. hits hoed, perlorm.mce
hand.payment hunt.and maintenance hunt Awl fwa c I\C'D116 appros al,as required.
to. Vakc periodic %isits. no less than ever% ;n days during the construction period, to the site to ohsersc
the progress and qualit% of the work and to detcnnine if the work is proceeding in accordance usith the
(ontract,
p. ('onsult with and advise QWNI—R during construction: issue to contractors all instructions requested by
OWNLIt. and prepare routine change orders it* required, at nu charge kw engineering set iecs to
( WNlilt when the change order is required to correct errors or omissions h} FWINFIA: prouidc
price anah sis lot-change orders: process chance orders appros cd h% M%NI-A and the project engineer
and submit io I\('1)lil i for appros at prior Lt vwcution w ith the construction contractor.
q I(csicw %Stop and working drawirws furnishcd hs contractors for compliance with design concept and
sills infiwination given in contract documents (contractors will he responsible lur dimensions w be
confirmed and correlated at jut+site(.
t. Resoho: all pa%mcnt rcquesrs within 10 dais of receipt Ill signed l+ap request Irom the Consiruction
Contractor.
s Ilased on I:\(il\I•I H's on-site ob%m;aions and rep icw of the contractor's applications for pa%mem.
determine the amount awed to the conlractor in tiuclt alru+wus: such approvals of pa%nterit to constitutc
a reprewntation to (AVNI:lt, hand on such ohscr%ations and renew, that the \ark has progressed to
the point indicated and that the quality of work is in accordance veldt the plans, spccifirutiaus and
contract documems
1. -\holed on-site proiect meetings as and when requested h% OWNLR I nl_inecr. prepare minutes of the
same.lake phukas and make reports u f progress.
is. prepare C'ertificatc of Construction Completion and ('lean Lien Certificate. A Clean Lien Certificate
shall he prcparcJ fiir each of the Prime Contractor(s)and each of the subconiractor(s).
u. Conduct interimotinal inspections.
us. Revise contract drawings to show the work as uclualh constructed. and furnish OWNER with a set of
"record drawings"plans.
v. ILN(ilNl-.I;lt will pros idc a cup; of the final pruiccl record drawings) engineering schenlatic(s), as
constructed using funds under this contract. these maps shall he provided in digital lonn:al containing
the source Inap Jaw (original sector data) and the graphic data in Isles on machine rcaJahle media.
such as compact disc iCD), which are compatible witll computer s%Stcros owned or rcadil\ mailable to
(m\I:R I he digital cup} pro%idcd shall not include a digital representation of the engineer's seal but
the accompaus ing documentation loom the ClIvincer Shull include a signed statement of when the Hasp
was authorinvd. that the digtal Irrlp is a true representation tit'the onginul scaled document. and that a
printed ucrsion with the Seal has been pro%pled t1 MVM.R. In addition.complete documentation as to
Pu-c_'of x Now.,
(F ithibit.1 - Special Provisiun%i
the content and layout of the data files and the name ill'tile soliWarc packag w used la generate the
data and maps shall be pro%idcd to OWNIiR in ttritten lorm.
y. Attcnd preliminary conlcrenees%%ith ON'N1:R regarding the requirements ill*the project.
3. I:\liihit A shall he amended to include the I' Ilotsing Spcciul Services for a f icld Project Represcntatis e:
a. Assist the Contractor's superintendent in understanding the intent of the contract documents.
b Conduct on-site Nbserations of llte %%orl, in progress as a basis 1isr determining cunlurmanec of
work,matcrialN. and equipment ailh the contract documents.
C. Considcr ;old cvaluate suggestions or recommendations%%hich may he submitted by the Contractor
to UN61NI-1 R or MVNI R and report them with recommendations lirr I•:N(i1Nl•.I:R's and
OWNFR's final decision.
d. lie alert to the a,nstrucuon schedule and to conditions%%hich nuo cause Bela) in completion,and
report same to ENGINf.l.lt and OWNI•R.
c. Maintain li.tium %%ilh the Contractor and all Subcontractors on the pr„icct onl\ through the
Contructur's superintendent.
I'. Attend conlercnces hel.1 ,t the project site as directed hN I:NUINI.I R or (M Nf lt. Report to
i'\GINI l It and UN\I It the results ofsuch meeting,.
�. AJ\isc I-N(ilNl+R :end O11'NI•.R in athance of the schedules of tests and obscr►c that tests al the
projccl site, which ;ue required b) the contract documents. are actually conducted. Ohserc.
record,and report to FNGlN'I:I:R and OWNLIt all details rclali%e to the lest procedure.
It. If inspectors representing local. state. or Weral agencies haling jurisdiction o\cr the proiccl \isit
the site, accompam such inspectors during their trips through lite project. Rccord and report to
FN6fNl-T t and OWNI•R lhcresultsofthese inspections.
i. Receive samples, which are rcquircd,to be litrnishcd at the site:record date received. Irom whom.
and nolil\ hN(iINH R and OWN1 t of their readiness 1ilr e\atnina ion: record Firm's approval or
r%jcclion:and maintain cuslod) ofapproved samples.
j. Re%ic%% upplications for paymcm submitted b\ the Contractor and fomard than with
recumnundaUuns lu I�:\(il\lilac and U11'NI•:R lirrdispositiun.
k Atier substantial completion.check rich incomplete or tic IMiv c itetu as it is corrcctcd.
I. Ifa situation :wises during eonsu•ueliun %%hich requires Ih;u +cork be rejected. report such situation
immc,lialcls to 1 ,61NI I R and OW\1 It.
a. 1 \high A shall be amended to includ:the tullowng requirements 1411 al!suhconnacts of ill:I-\(il\l.I-.R:
it• No work under this Contract shall he suhrnntractcd h\ I inn without ptior appro\al. in \vritinu. lrom
OWNER.
b. I NGINt l-lt shall. lsrior to proceeding %%ith t1►e +sorb. notil% OWNI.R in canting of the n;m►e of an)
subcontractors proposed for the Murk. including the extent and clruacter of the work to he done b%
cash.
e II'am time during progress of the work.OWNA.R determines that am subcontractor is incompetent or
undesirable. OWNER will notilj ENGINEER \%ho shall take reasonable and immediate steps to
satisfactorily cure the pruhlem. substitute perlormancc, or camel Such subcontract. Subletting b)
Pagc.i of S Pages
i E%hihit J—Special Provhiunsl
subcontractors shall be subiect to the sane regulmions. Nolhing %mmained in this Contract shall create
ans contractual relation bemcen an% subcontractor and I NI R.
d. f.NGINFER "ill include in all contracl>and subcontracts of amounts in C\Ccss of$1011.01O►.t pro%ision
%%hich requires compliance %tith all applicable standard.. orders or requirements issued under section
Sub of the Clean :\ir Act 142 1�.S. 1857 (Scction 508 0l'the ('lean Water wet 133 1'.S.C. 1368d►.
Lwcuti►e Order 11738. and I mironmcnial Protection :\gene% regulations (40 CI-R. Pan 15). which
prohibit the use under nun-exempt federal contracts. grants or lowis of lacilitics included on the ITA
List of Violating Facilities. The provisions shall require reporting.of%iolations to 7\CDIIG anti to the
t:.s. F;ncironnicntal Protection:\gene\ Assistant n Administrator fill,(inlirrcenicnl.
e. I'MilssETR will include in all contracts and subcontracts other than tiir small purchases Iles than
S10,404). pro%isions or conditions which%till allow liar administratke.contractual or legal remedies in
instances %%hich %iolate or breach contract icrins.and prof idc for such sanctions and penahic>as nay
he appropriate.
I: IiN(ilNlil•:R %%ill include in all contracts and subcontracts in excess of Sll).000 suitable provisions fix
termination by OW's.11t including the manner by which it gill be allected and the hasis lair settlement.
In addition, such contracts shall describe conditions under %%hich Qie contract ma• be terminated liar
default as well as conditions►there the contract may be terminated because of circumstances beyond
the control of I--NGI`FH(
e. I \(i1Nl a It %%ill include in all Contracts and Jlconlr acis in c►eess of S 11► it)o lira%isions requiring
euittpli:ana:e%oath the I�+I1%+%%n�'
N(i1NFER will not discriminate a6ainst ants employ cc or applicant lior employment because of
race.creed.sex.color.national origin.physical tar mental disabilit,,marital status,parenthood.or
age.
i Fwcuti%c(Wer 11246-I qual Fityloyment Opportunity.
('upci nd Anti-Kickback Act.
i I)a►is-Bacon Act-prime contractorcuntrrcts in cccess oI S2.000.
section 1113 and 107 ol'the Contract Work I lours and Stoles% Standards Act-contracts in e►Cess of
S2,lln1).
i A pro%ision reeogniAng mandator standards and policies relating Ito energy cllicienc% that ate
contained in the State energy conservation plan issued in compliance with the I'.ncrgy Policy and
Comer%anon axes.
i Section 3 of the I lousing and I.trban De\clopmenl Act of 1969.
i 1 illc VI ot'the Civil Rights Act of 1964
It. LNUINITR will include in all negotiated contracts and subcontracts a pro%ision which indicates Ihal
finds wi11 not he a%%arded under this contract to any party %thick is debarred,suspended. or otherwise
c\cludcd from or ineligible for participation in federal assistance pnograins under Fwcuti►c (:rdcr
12549 and 24 CFR Pan 24. A certilicalion shall be provided and received Born each proposed
subcontractor under this contract and its principals.
i. I.NGINl:Iat %till include in all negotiated contracts and suhconlraeta a provision to the effect that
OWNI?It. TcCDBG. the Comptroller General al'the State of Texas, or am of their duly authorised
representatives, shall have access to any books, documents,papers and records of the Contractor which
are directly pertinent w Ihat specific contract, fair the purpose of making audit. examination. excerpts,
and transcriptions.
i. 1 N(iIN1 I It wit! include in :all :oIIIracl. any %tu Ilk.toll ta%t, a 1Cq.aircntenI that the C'untracttot maintain
all telc%ant proicct record% I.+a three 1 11►}cars after(N1 NI It ha:male final pa?ntent Ito tile(+attractor
and at other pending%hatters are Cluscd
5, 1•-shihit A shall he amended to include the tiallotting standards tit pertiarnimice and deficiencies;
Page 4 of 8 Pages
i Exhibit d- Special Provisions)
a. \It sere ices(i1 I N61NI-1.1t and its independent prulcssiunal associates,consultants and subcontractors
%%ill he perfimmed in a protc.sional, reasonable and prudent manner in accordance %%ith general)%
accepted prulcssiunal practice I\(ilNlA.R represents that it has the required skills and rapacity to
perform %%ork and scr%ices to he provided under this Contract.
b. FING1\fhlt represents thal scnices pro\ided under this Contract shall he perti+rnted % Mein the limits
prescribed by OW'NI At in a manner consislcnt ttith that let el of care and skill ordinarily :%ercised by
other prulcssiunal consultants under%imilar:ircurnstunces.
:. Any J'Alcicn:y in I inn'% t,onk and s:rsiccs perforated un&r thi. :ontract shall he subicct to the
pro,isions of al+plicahlc state and t,dcral lie%%. FN61NI+.R shalt he responsible loop the technical
accuracy (it its ser,wes and do:utncnts resulting therelront, and O\t\I R shall not be responsible li+r
di..•ocerinL Jai:icnci:s therein. I NGINIA R shall correct such deficiencies %%ithoul udditional
compensation (e\1\I.R's approtal. a::eplance. use ul ur payment for all or any pan of l MOIV LIV%
services hereunder or tit the work ilsell shall in nil %s:o alter I-N(il\l-Fit's obligations or O11'NFR's
rights under this Contract. 011"\I-R shall until% I.NGINITR in tsriting otam dclicicncy and provide
an opportunity lur mutual im estigation and resolution of the pniblenn prior to pursuit of any n0icial
remedy. In any case, this provision shall in no ts;ty limit the iudicial remedic, usailable to O1\\1.R
under upplicahle state or federal Los.
d. lis this Contract. OWNER does not consent to litigation or suit. send O\'liNE:R hereby eitpressly
revokes any consent to litigation that it may have granted by the terms of this Cuntract or any
other contract or agreement, rely charter, or applicable state law. Nothing herein shall be
construed so as to limit or waive OWNE.R's sovereign immunity. ENCINEE:R assumes full
responsibility for its work performed hereunder and bereby release%,relinquishes and discharges
OWNER, its officers, agents, and employees from all claims, demands, and causes of action of
eery kind and character fur any injury to or death of any person and/or any to%%of or damage
to any property that is caused by or alleged to he caused by,arising out of,or in connection with
EMCINEER's work to be performed hereunder. This release shall apply with respect to
ENCINEER's work regardless of whether said claims, demands, and causes of action are
covered in whole or in part by insurance. This release shall survive the termination and/or
expiration of this Conlract.
(+. I he I•irst Amendment shall be amended to included the 1011tit,ing terms and conditions:
a. Icrnun.ttion ol'Conlrtci li+r Causc. It: through any cauK. ENOINITR ,hall fail to fulfill in a titnely and
proper manner his her(obligations under this Contract.or it I\(il\ITR shall violale any of the co,enanl%.
awreentcnl.. or stipulations tit' this Comctct, O VN R shall thereupon ha%e the right Io terminate This
( ontract hs Biting t%rillcn notice to 1•\(il\I 1-:R of such wrnun.aion and ,pecil%ing the efle live date
thcrcol, at Icast fi.c d.os before the elluokc Jatc tit such termination. In such e%cut. Al tinish:d or
unfinished document., data, sludics. surreys.drattings.maps,models, photographs and reports prepared by
N(dNI I R under this Cvntr.ta sh.tll. at the option of(MAI R.hcromc its property and I \lit\i-1 R shall
he entitled to reeci,e just and equitable compensation fur aunt %sank satislacioril, cun►plctctt hereunder.
Ilo„ever. no linal p;ttntent till he made until all%%ork product eelcncnceJ ahote and re,luestcd I,\ O11\I•R
is tendered w()11'\I It
Notn,ith,ta nding the ahote. I NOINITR shall not be rcliesed of liahility to O11 N1. li+r J;unagc%sustained
by (MNI-A by %irluc of am breach of the Contract by IAGI\I'IR. .utd ()\1'NI.R m;g ,cilhhold any
payntems it) I•:\(ilVl{I:R fur the purpose ot'set-off until such time as the enact amount of damages due
O\1A&A Iron I:\(iI\t:1.R isdctctntimed.
h. Ienninalion titer Comenience ul:(1 VNI-.It. 041'\I.R may terminate this Contract al :my lime by giving at
leas ten 111))Jays notice in writing to LNOINLER. Il'the Contract is terminate,/ by O11'MAt us prodded
heron. UN61NETR will be paid fur the lime provided and c\penses incurred up to the termination date. 11'
Page 5 0l 8 Pagcs
f Ethibit J _.Special Provisions/
this Contract is terminated due to the fault ol'LN61NFI:R. Paragraph ! hereof rclati\e to termination shall
apple.
c. Cl_mjpgX�%, C)11'Nl-.t( may. from time to lime, request changes in the scope of the scn•iccs of FNUINF.Ia( to
be perlbrined hereunder. Such changes, including any increase or decrease in the amount of Ps'GINFIAt's
compensation, %%hick are mutually agreed upon by :old between OWNI•ft and ENtil\11.It. shall he
incorporated in writtvit amendments to lhis Contract.
J. Personnel.
I. 1•.NGINI-Lit represents that it has. or \%ill sceot'c al Ilis own expense. ;ill persornlcl required in
performing the see\ices under this Contract. Such personnel shall not he employees ol'or haw;lny
contractual relationship with()11'NLR.
'. All of the%cr%iccs requited hereunder%sill he pertimued b► I: UNITR or under its supervision
and all personnel engaged is the work- shall be faddy qualified and shall he authoriecd os permitted
under State and local lu%%to perflorm such see\ice+.
?. None of the %%ork or services emered by this Contract shall he suhcontracicd without the prior
written apprmal of OW\'ER. Any work or scr\ices subcontracted hereunder shall be specified by
writicn commet or s_recntcm and shall N.-suliicct to each provision of this Contract.
r. )ssi�nahilily, fi\C INEI It shall not assign any interest list ilik Comrlct. and shall not transfer atty interest
in the same (whether by assignment or nn\,niun), without the prior wriucn consent of C)11'NF.It therms.
pro%ided. however, that claims lair suotu% hp FWINlil•:R from OWNL•R under this C'onlricl Iron he
-assigned to a hank.bust company,or other financial institution%%ithout such approval.Written notice oftny
such assignment or trrmler shall he furnklied promptl% lit OWNER. I•.*NGlNla•.I( Ina\ not sell or assign all
ttr part interest in this Contract to another part\ or parties %%ithout the prior c\press writicn approval lit
oWNLR Manager of such sale or amignment. I or any other assignment,O11'\I It may require:uly records
Ur financial Statements nece%sar% ill its opinion to ensure%tich sale or assignment %\ill Ile in IN: hest Interest
ul OWNIA.
I. Reports and Inlimpation. FN(;INFI It. at such linics and in such limns as (AV\ER ma% require, shall
tisrnish OWNER such periodic reports ;is it ma% rclluesi pertaining to the %%ork or s%:n ices undertaken
pursuant to this Conlrlet, fl,•c costs and ohdications incurred or In be incurrc%l in connection thcre%%ith. and
any olhcr mutters em ered by this Contract.
g. ice a . :Mid Auir%. TN(il:it+R .hall insure th.it OWNLR maintains liscal records and supponing
documentation tier all c\pmdhures of finds made undcr this contract in a nwimer that conlorins to OMS
Circular A-47, Section 570.490 of the Itcgulatiom.and This Contract. Such records must include data on the
racial,ethnic, and gender clumictcristics of persons Mitt arc applicants lur. participants in,or bcueliciarics
of the finds protided under this Contract. OWNER shall retain such records, and any supporting
documentation. for the greater ol'threc years front closeout of the Contract or the period required by other
Applicable laws and regulations.
It. l'indinsts Confidcntjal. All of the reports, infilrntaliop, data, etc.. prepared or assembled by ENGINEER
under this contract ore confidential and I;Nei NTER agrees that the. shall not he made available to any
indi%ideal or orguniiation%%ithout the prior wrillen approval of UWNi.R.
i. C,nrieht. \o report, maps, or other documents produced in %%huts or in part under this Contract shall be
the subject of an application Ibr cnpyrigfu by or on behalf of 1•.N6INlil-It.
i. l,Y4m pliance with Local I :nos. L•\(il\I*.LR shall conq%ly %%ith all applicallle Lms.ordinances and codes of
the State and local C;u%crmncnts. and LNGINFLIt shall s,oe OWNI-R harmlcs% %%ith respect to any
dumages arising from any tort dun:In periormitti am of the work embraced h\ this Contract.
K. t quad Umillo\nlcm J+pullunit%. During the per tlormance ttf:Ilis Colll:let. f\t il\I• ?R agrcc%as lullo%%%:
Page ti of Pages
11:%hihil.1—Special 11rovisionsi
t. I-MiINLI-A ►►ill not discriminate against am etnpho%ec tir applicant lirr cnnplo}mcnt because of
race. creed. sex, color, handicap or national origin. EN(ilNl:.l•:I( tiff lake ullirmutke action to
ensure than applicants are cmplo cd. and that vmplo%ces au•e treated during enlpluyment. without
regard to their rucc, creed. sex. color. handicap or national origin. Such action shall include. but
not he limited to, the JbIliming: Employment. upgrading, demotion. or trundler: recruitment or
recruitment advertising: layolf or Icnnination: rates tit'pa) or tither ti+t•nts tit etimpeasation: and
selection lit training. including apprenticeship. EN(itNFT.'R agrees to post in ctinspicuous places.
.1vailahhc to cnlplo%ces and applicants li►r employment. notices k►be provided b% 0\VNI•:I1 scifing
li►rth the rrovkions of this non-discrimination clause.
2. FNOINLI-A ►►all. in all solicitation or .tdveniscmcius li►r cntplti}ccs placed h% or on behalf of
VGINI.I.]i, state that all qualified app!iiants %ill rcceisc cow-iteration for cnlpho)nlerlt ►►ithuut
regard its race.creed,color.w\,handicap or national original.
3. I•.NUNFER will cause the ioregoing prt►►isions to he inserted in all subcontracts fin- am ►►ork-
cti►ered h% this Contract so thrt,ueh pro%kions►►ill he hinding upon each subcontracts ir.pn►►idcd
that the lirregoing prm isions shall not apply to contracts or subcontract+ Ii►r stundard commercial
supplies or ra►► materials.
•1. F.N(ilNlilili ►►ill include the provisions a. through c.in c►cry subcontract or purchase order unless
excalpted.
1. C•i►it Itit-hCts ryl tit 196.1. I.nder I itic VI ofthe Civil Itichis:act tit 1964.no person shall.on the grounds of
race, color, or national origin, he excluded Isom participation in,he denied the hcnefits tit,or be subjected
to discrimination under are), limeram or acfivit\ receiving Federal financial assistance.
in. Seciiou IO( of ls�l k��tiigg and C0111luunily development Act tit 1974. No person in the I gnited States
shall on the ground of race. color. national origin, or scx be ewitided IPom participation in. be denied the
benefits(it'.or he subiected to discrimination under any program(ir aelk it% I'm led in Music or in pan with
funds made available under this title.
n. �tiectian:,, ('otnnli mte it.Lihc Isi►►isiun a �l_rxsininL.l:m111o�tert and liia�incss(l t u uni icti.
I. the +%ark to he perti►need under this a►ntraet is on a project assisted under a program pro►iding
direct Federal financial assistance Iron the Office tit Ilousing and IAlan Dc►-cloprnenl and is
subico to the requirements of Scctiun ? tit the I lousing and 1 Alan he►clupment Act of 19OX. as
.!mended. 12 1'.S.C. I71alu.Section + require, that to the greatest extent l asihle opptlnunitics Inr
training and enaplti%ntcm he gi►en lamer income residen:s of the project area and contracts Ibr
work in%t►nnccliun ►►ith the proicct tic;m ardcd it)business amcern% Thal are located in.;It oared
in substantial part b% p.rstins residing in the area of the project.
2. h ale parties to thin contract ►►ill caunpl6 %%ith sae pr.n isions tit s:lid le:tiun + and the rcgaslattons
issued pursuant thereto b% the Sccreiar) off lousing;aid (1rban Dc►elupnlent set li►rth n 24 ('S-R.
233, and all applicable nalcs and orders of Tx(:DIIG issued thereunder prior to the execution of
this Contract. The parties its this Contract ccnif% and agree that tile), are under no contractual or
other disahilin that would present Ihem from compl►ing►►ith these requirement~.
3. F:NGINVER ►►ill include this Section?clause in ccer% subcontract for►+ark in cunncclion with the
project and ►►ill, at the direction tit the applicant lirr or recipient tat'Federal financial assistance.
lake appropriate uelion pursuant to the subcontract upon a finding that the subcontractor is in
►iollltion o1'regulations issued b% the Secretari tit'Ilousing ;lilt] I,rium M elopmcnt. 24 C.F.R.Part M. ►►ill ant subcontract ►►ills anti subcontractor ahcre it hats notice ►►r
knowledge that the latter has been hound in violation at regulations ttndcr 2.1 C.F.R. part I I; and
►►ill not let rn} subcontract unless the subcontractor has first proaidcd it ►cilh a prcliminar.\
Matelocllt of abilir) as compl► ►vith the requirements~obese regulations.
Page 7 tit:(Pages
i Exhibit.1—Special Provision%t
r►. Section 501 1landicapped f il'$1,500 or O► o Aflirn ative AcSjoil lion I lantlic;n►pctl lVurkcn
1. I:NfilNlil{It will not discriminulc against any employee or applicant for cnipluyntcnt because of
physical or mental hanJicap in regard to any position Air which the employee or upplicunt lbr
employment is qualified. ENOINIT-It agrees u► talc affirmative action to employ, advance in
employment and otlicrwisc treat qualified handicapped individuals without discrimination based
upon their physical or mental handicap in all employment practices such as the li►llowing:
Employment, upgrading,demotion or transtcr.recruitnicat.advertising.tayofl•or torminaliun.rate
of flay or other limns u1 cornpens:aion,one!sclrctiun for training,including apprenticeship.
?. 1?NUN ER agree to comph ►►ith lite rules. regulations, and rcie►:mt orders of the Secretary of
l.ahor issued pursuant to the Act.
3. In the cvcm a1'ENGINF.E.R's nun-compliance N ith the requirements ofthis clause.actions for nun•
compliance may be taken in accordance ►%ith site rules, regulation.. and rele►ant orders of the
Secretan of Labor kwed purau.tnt w the Acl.
•f. I:N6INFIAt ►►ill include the l►rm isions ►►1 this. clause in c%cr► tiuhconlracl or purchase order of
S2.iOO or more unless ewntpted by rules. regulations.or orders of ll:c Secretary issued pursuant Io
Section 510% of (lie :act. u► that such pro►iSi011" Nil) he hindith! upitn each subcontractor ►►ith
respect u) any subcontract or purchase order as the Director of lite Office (►f Federal Contract
Compliance Programs man direct it)cnli►rce such provisions.including action for non•cumpliance.
p. Interest, oil'%lemhcrs of t)WNIAt. No member of lite governing hod% of OWNE R and no other officer.
cn►ploycc, or agent of()1 NI—R. ►►ho ewreiscs any functions or responsibilities in connection with the
planning and carrying out of the program, shall have any personal lit nicit►I interest, direct or indirect, in
this•Contract.And ENGINEER shall take appropriate steps a►assure compliance.
it, Irtt�r�.�E o:Otiter hu►sl Officials. No member of the governing body ul'O\VNE:R and no other public
official of such OWNF It. N•hu exercises tin% lunctions or responsibilities in contlectitm ►►ith Cite phuming
and carrying oul of the program. shall hate any personal financial interest, direct or indirect, in this
Contract:and IiNOINI ..lt shall take appropriate steps to assure compliance.
r. Interest of Firm and Finplot.-. . FNGINIiIiR covenants than hcrshe preseully bus no interest and shall not
actluirc inicrest, director indirect. in the study area or any parcels therein or-,iny other interest Nbich would
conflict in any manner or decree with the perfi►mtance of hiOw scrviccs hereunder. I:N(il`I:I-*It further
covenants that in the perkirrnance of this Contract,no per%on ha►ing any sued interest shall he employed.
Page 8 of 8 Pages
I E%hibil.1—Special ProsishmsI
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By this First Amendment, the OWNER dues 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 lacy. Nothing herein shall be construed so as to limit or waive
OWNER'S sovereign immunity. ENGINEER assumes full responsibility for its
►vork 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 anti 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 he caused by,
arising out of, or in connection with E NGINEFR's work to be performed
hereunder. This release shall apply i%ith 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 First Amendment.
I'agc :w-_'Pagc%
(E%hihII K- Indenimtic:uiuni
FIRST AMENDMENT
TO THE
CONTRACT
BETWEEN THE CITY OF BAYTOWN AND JONES&CARTER,INC.
STATE OF TEXAS §
COUNTY OF HARRIS §
This First Amendment ("First Amendment") to the Contract between the City of Baytown and Jones &
Carter,Inc.,dated August 29,2010, is made by and between the same parties on the date hereinafter last specified to
authorize professional services for the Cedar Bayou Road Lift Station Expansion Project(the"Project").
WITNESSETH:
WHEREAS,the City of Baytown("OWNER")and Jones&Carter,Inc., ("ENGINEER")did enter into an
Agreement for engineering services, dated August 29, 2010, to implement a wastewater emergency power
improvements project under the general direction of the Texas Department of Rural Affairs' CDBG Disaster
Recovery Entitlement Grant Program("Agreement");and
WHEREAS, OWNER and ENGINEER desire to amend the Agreement for ENGINEER to perform
additional services necessary for the construction of the("Project");and
NOW THEREFORE, for and in consideration of the mutual covenants and agreements herein contained,
the parties do hereby mutually agree that the terms and conditions contained in this First Amendment shall supersede
and control over the terms contained in the Contract and the ENGINEER's services shall be exclusively governed
by the terms herein. In this regard,the terms and conditions contained in this contract shall control and supersede
over the Agreement for the Project. OWNER and ENGINEER further agree as follows:
First Amendment
Page 1 of 12
TABLE OF CONTENTS Pace
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
ARTICLE 5-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
6.11 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
First Amendment
Page 2 of 12
ARTICLE 1 -SERVICES OF ENGINEER be entitled to equitable adjustment of rates and amounts of
compensation provided for elsewhere in this First Amendment
to reflect, reasonable costs incurred by ENGINEER in
1.01 Scope connection with,among other things,such delay or suspension
and reactivation and the fact that the time for performance
A. ENGINEER shall provide the Basic and Additional under this First Amendment has been revised, unless such
Services set forth herein and in Exhibit A. delay or suspension is caused in whole or in part by the
ENGINEER, its officers, agents, or employees. If Engineer
B. Upon this First Amendment becoming effective, causes or contributes to the delay or suspension,ENGINEER
ENGINEER is authorized to begin Basic Services as set forth shall have no right to seek additional compensation.
in Exhibit A.
ARTICLE 4-PAYMENTS TO ENGINEER
C.(Deleted).
ARTICLE 2-OWNER'S RESPONSIBILITIES 4.01 Methods of Payment for Services and
Reimbursable Expenses of ENGINEER
2.01 General A. For Basic Services. OWNER shall pay ENGINEER
for Basic Services performed or furnished under Exhibit A,
A. OWNER shall have the responsibilities set forth Part 1,as set forth in Exhibit C.
herein and in Exhibit B.
B. For Additional Services. OWNER shall pay
ENGINEER for Additional Services performed or furnished
ARTICLE 3-TIMES FOR RENDERING SERVICES under Exhibit A,Part 2,as set forth in Exhibit C.
C.(Modified) For Reimbursable Expenses. In
3.01 General addition to payments provided for in paragraphs 4.01.A and
4.01.B, OWNER shall pay ENGINEER for Reimbursable
A. (Modified)ENGINEER's services and compensation Expenses incurred by ENGINEER and ENGINEER's
under this First Amendment have been agreed to for the Consultants as set forth in Exhibit C.
preparation of a preliminary master plan report for the
Project. ENGINEER's obligation to render services 4.02 Other Provisions Concerning Payments
hereunder will be for whatever period necessary for the final
completion of said services. A. Preparation of Invoices. Invoices will be prepared
in accordance with ENGINEER's standard invoicing practices
B. (Deleted). and will be submitted to OWNER periodically via mail or
email by ENGINEER, unless otherwise agreed. ENGINEER
C. (Modified)For purposes of this First Amendment the shall supply detailed back-up information along with each
term"day"means a calendar day of 24 hours. invoice in order for the OWNER to effectively evaluate the
fees and charges. The amount billed in each invoice will be
3.02 Suspension calculated as set forth in Exhibit C.
A.(Modified) If OWNER fails within a reasonable B.(Modified) Payment of Invoices. Invoices are due
period of time to give written authorization to proceed with and payable within 30 days after the receipt of the invoice and
any phase of services after completion of the immediately the necessary backup information. If OWNER fails to make
preceding phase, or if OWNER delays ENGINEER's any payment due ENGINEER for services and expenses
services, ENGINEER may, after giving seven days' written within 30 days after receipt of ENGINEER's invoice and the
notice to OWNER, suspend services under this First required backup documentation therefor, the amounts due
Amendment. If during such seven-day period,OWNER gives ENGINEER will accrue interest at the rate set forth in
written authorization to proceed or ENGINEER'S services are Section 2251.025 of the Texas Government Code (or the
no longer delayed by OWNER,ENGINEER may not suspend maximum rate of interest permitted by law, if less) after the
services under this First Amendment. 30th day. ENGINEER may after giving seven days'w ritten
notice to OWNER suspend services under this First
B. (Modified) If ENGINEER's services are delayed or Amendment until ENGINEER has been paid in full all
suspended in whole or in part by OWNER,ENGINEER may amounts due for services,expenses,and other related charges.
First Amendment
Page 3 of 12
However, it is expressly understood and agreed that materials, equipment, or services furnished by others, or over
ENGINEER will not charge any interest or penalty as set forth the Contractor's methods of determining prices, or over
herein on any portion of an invoice that is disputed and/or competitive bidding or market conditions,ENGINEER cannot
withheld in accordance with paragraph 4.02 and that and does not guarantee that proposals, bids, or actual
ENGINEER will not suspend services under the agreement on Construction Cost will not vary from opinions of probable
account of a disputed invoice or on account of monies Construction Cost prepared by ENGINEER. If OWNER
withheld. All payments will be credited first to principal and wishes greater assurance as to probable Construction Cost,
then to interest. OWNER shall employ an independent cost estimator as
provided in Exhibit B.
C. Disputed Invoices. In the event of a disputed or
contested invoice, only that portion so contested may be 5.02 Designing to Construction Cost Limit
withheld from payment, and the undisputed portion will be
paid. A. (Deleted)
D. Payments Upon Termination. 5.03 Opinions of Total Project Costs
1. In the event of any termination under section A. ENGINEER assumes no responsibility for the
6.06, ENGINEER will be entitled to invoice OWNER accuracy of opinions of Total Project Costs.
and will be paid in accordance with Exhibit C for all
services performed or furnished and all Reimbursable ARTICLE 6-GENERAL CONSIDERATIONS
Expenses incurred through the effective date of
termination;provided all instruments of service have been
tendered to the OWNER. 6.01 Standards of Performance
2.(Deleted) A. (Modified) The standard of care for all professional
engineering and related services performed or furnished by
E.(Modified) Records of ENGINEER's Costs. ENGINEER under this First Amendment will be the care and
Records of ENGINEER's costs pertinent to ENGINEER's skill ordinarily used by members of ENGINEER's profession
compensation under this First Amendment shall be kept in practicing under similar circumstances at the same time and in
accordance with generally accepted accounting practices. the same locality.
Copies of such records will be made available to OWNER
upon request at no cost to OWNER. B. (Modified) ENGINEER shall be responsible for the
technical accuracy of its services and documents resulting
F. Legislative Actions. In the event of legislative therefrom, and OWNER shall not be responsible for
actions after the Effective Date of the First Amendment by any discovering deficiencies therein. ENGINEER shall correct
level of government that impose taxes, fees, or costs on such deficiencies without additional compensation except to
ENGINEER's services or other costs in connection with this the extent such action is directly attributable to deficiencies in
Project or compensation therefor, such new taxes, fees, or OWNER-furnished information upon which ENGINEER is
costs shall be invoiced to and paid by OWNER as a authorized to rely as provided in Section 6.O1.E.
Reimbursable Expense to which a Factor of 1.0 shall be
applied. Should such taxes, fees, or costs be imposed, they C. ENGINEER shall perform or furnish professional
shall be in addition to ENGINEER's estimated total engineering and related services in all phases of the Project to
compensation. which this First Amendment applies. ENGINEER shall serve
as OWNER's prime professional for the Project. ENGINEER
ARTICLE 5-OPINIONS OF COST may employ such ENGINEER's Consultants as ENGINEER
deems necessary to assist in the performance or furnishing of
the services. ENGINEER shall not be required to employ any
5.01 Opinions of Probable Construction Cost ENGINEER's Consultant unacceptable to ENGINEER.
A. ENGINEER's opinions of probable Construction D. ENGINEER and OWNER shall comply with
Cost provided for herein are to be made on the basis of applicable Laws or Regulations and OWNER-mandated
ENGINEER's experience and qualifications and represent standards. This First Amendment is based on these
ENGINEER's best judgment as an experienced and qualified requirements as of its Effective Date. Changes to these
professional generally familiar with the industry. However, requirements after the Effective Date of this First Amendment
since ENGINEER has no control over the cost of labor, may be the basis for modifications to OWNER's
First Amendment
Page 4 of 12
responsibilities or to ENGINEER's scope of services,times of
performance,or compensation. K. (Modified) ENGINEER shall not be responsible for
the acts or omissions of any Contractor(s), subcontractor or
E.(Modified) OWNER shall be responsible for, and supplier,or of any of the Contractor's agents or employees or
ENGINEER may rely upon,the accuracy and completeness of any other persons(except ENGINEER's own employees and
all requirements, programs, instructions, reports, data, and its consultants for which it is legally liable) at the Site or
other information furnished by OWNER to ENGINEER otherwise furnishing or performing any of the Contractor's
pursuant to this First Amendment, unless expressly stated or work; or for any decision made on interpretations or
communicated otherwise by OWNER. ENGINEER may use clarifications of the Contract Documents given by OWNER
such requirements, reports, data, and information in without consultation and advice of ENGINEER.
performing or furnishing services under this First Amendment.
L.(Modified) The General Conditions for any
F. OWNER shall make decisions and carry out its other construction contract documents prepared hereunder are to be
responsibilities in a timely manner and shall bear all costs the Standard Form of First Amendment between Owner and
incident thereto so as not to delay the services of ENGINEER. Contractor and as approved by OWNER in writing.
G. Prior to the commencement of the Construction 6.02 Authorized Project Representatives
Phase, OWNER shall notify ENGINEER of any variations
from the language indicated in Exhibit E, "Notice of A. Contemporaneous with the execution of this First
Acceptability of Work,"or of any other notice or certification Amendment, ENGINEER and OWNER shall designate
that ENGINEER will be requested to provide to OWNER or specific individuals to act as ENGINEER's and OWNER's
third parties in connection with the Project. OWNER and representatives with respect to the services to be performed or
ENGINEER shall reach agreement on the terms of any such furnished by ENGINEER and responsibilities of OWNER
requested notice or certification,and OWNER shall authorize under this First Amendment. Such individuals shall have
such Additional Services as are necessary to enable authority to transmit instructions, receive information, and
ENGINEER to provide the notices or certifications requested. render decisions relative to the Project on behalf of each
respective party.
H.(Modified) ENGINEER shall not be required to sign
any documents, no matter by whom requested, that would 6.03 Design without Construction Phase Services
result in ENGINEER's having to certify,guarantee or warrant
the existence of conditions whose existence ENGINEER (Deleted).
cannot ascertain; provided, that ENGINEER has exercised
due diligence and was not otherwise required to certify, 6.04 Use of Documents
guarantee or warrant the existence of such conditions.
A.(Modified) Upon execution of this First Amendment,
the ENGINEER grants to the OWNER an ownership interest
I. During the Construction Phase, ENGINEER shall in the Instruments of Service. The ENGINEER shall obtain
not supervise, direct,or have control over Contractor's work, similar interests from the OWNER and the ENGINEER's
nor shall ENGINEER have authority over or responsibility for consultants consistent with this First Amendment. Within
the means, methods, techniques, sequences, or procedures of seven days of any termination or expiration of this First
construction selected by Contractor,for safety precautions and Amendment, the ENGINEER shall be required to tender to
programs incident to the Contractor's work in progress, nor OWNER all Instruments of Service; provided OWNER has
for any failure of Contractor to comply with Laws and paid all monies, excluding any disputed amount, due and
Regulations applicable to Contractor's furnishing and owing to ENGINEER in accordance with this First
performing the Work. Amendment. With such ownership interest, it is expressly
understood by the parties hereto that the OWNER may use the
J.(Modified)ENGINEER neither guarantees the Instruments of Service for any purposes which the OWNER
performance of any Contractor nor assumes responsibility for sees fit,including,but not limited to,subsequent construction,
any Contractor's failure to furnish and perform the Work in reconstruction, alteration, and/or repairs of the Project. As a
accordance with the Contract Documents. However,nothing condition to the OWNER's use of the Instruments of Service,
contained in this paragraph shall be construed so as to absolve the OWNER hereby expressly agrees to remove the
ENGINEER from liability for any such failure about which ENGINEER's name and all references to the ENGINEER,
ENGINEER knew or should have known existed in the and its consultants from the Documents. The OWNER hereby
exercise of ENGINEER's services under this First releases any and all claims which the OWNER could make
Amendment. arising out of or in connection with any reuse of the
First Amendment
Page5of12
documents by the OWNER. This release of claims for the
matters covered in this Paragraph 6.04.A shall be for the 6.05 Insurance
benefit of the ENGINEER, 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 ENGINEER,
C. Copies of Documents that may be relied upon by at OWNER's sole expense, provide additional insurance
OWNER are limited to the printed copies(also known as hard coverage, increased limits, or revised deductibles that are
copies)that are signed or sealed by the ENGINEER. Files in more protective than those specified in Exhibit G. If so
electronic media format of text, data, graphics, or of other requested by OWNER,with the concurrence of ENGINEER,
types that are furnished by ENGINEER to OWNER are only and if commercially available, ENGINEER shall obtain and
for convenience of OWNER. Any conclusion or information shall require ENGINEER's Consultants to obtain such
obtained or derived from such electronic files will be at the additional insurance coverage, different limits, or revised
user's sole risk. deductibles for such periods of time as requested by OWNER,
and Exhibit G will be supplemented to incorporate these
D. Because data stored in electronic media format can 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 OWNER
ENGINEER at the beginning of this Project. to furnish or perform services contrary to
ENGINEER's responsibility as a licensed
F. (Modified) Any use of the Documents on any professional.
extension of the Project or on any other project shall be at
OWNER's sole risk and OWNER hereby releases c. Notwithstanding the foregoing, this First
ENGINEER from any liability associated solely with the reuse Amendment will not terminate as a result of such
of the Documents. substantial failure if the party receiving such notice
begins,within seven days of receipt of such notice,to
G. If there is a discrepancy between the electronic files correct its failure to perform and proceeds diligently
and the hard copies,the hard copies govern. to cure such failure within no more than 30 days of
receipt thereof; provided, however,that if and to the
H. Any verification or adaptation of the Documents for extent such substantial failure cannot be reasonably
extensions of the Project or for any other project will entitle cured within such 30 day period, and if such party
ENGINEER to further compensation at rates to be agreed has diligently attempted to cure the same and
upon by OWNER and ENGINEER. thereafter continues diligently to cure the same then
First Amendment
Page 6 of 12
the cure period provided for herein shall extend up 6.10 Hazardous Environmental Condition
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 First Amendment 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 6.08.B 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
First Amendment 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 First Amendment. 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)in full compliance with applicable Laws and Regulations.
this First Amendment without the written consent of the other,
except to the extent that any assignment,subletting,or transfer E. OWNER acknowledges that ENGINEER is
is mandated or restricted by law. Unless specifically stated to performing professional services for OWNER and that
the contrary in any written consent to an assignment, no ENGINEER is not and shall not be required to become an
assignment will release or discharge the assignor from any "arranger," "operator," "generator," or "transporter" of
duty or responsibility under this First Amendment. hazardous substances, as defined in the Comprehensive
Environmental Response,Compensation,and Liability Act of
C. Unless expressly provided otherwise in this First 1990(CERCLA),which are or may be encountered at or near
Amendment: the Site in connection with ENGINEER's activities under this
First Amendment.
1. Nothing in this First Amendment shall be
construed to create,impose,or give rise to any duty owed F. If ENGINEER's services under this First
by OWNER or ENGINEER to any Contractor, Amendment cannot be performed because of a Hazardous
Contractor's subcontractor, supplier, other individual or Environmental Condition, the existence of the condition shall
entity,or to any surety for or employee of any of them. justify ENGINEER's terminating this First Amendment for
cause on 30 days notice.
2. All duties and responsibilities undertaken
pursuant to this First Amendment will be for the sole and 6.11 Allocation of Risks
exclusive benefit of OWNER and ENGINEER and not
for the benefit of any other party. The OWNER agrees A. (Modified) Indemnification. See Exhibit K.
that the substance of the provisions of this paragraph
6.08.0 shall appear in the Contract Documents.
6.12 Notices
6.09 Not Used.
A. (Modified) Any notice required under this First
Amendment will be in writing, addressed to the appropriate
First Amendment
Page 7 of 12
party at its address on the signature page and given personally, 3. First Amendment —This agreement between
or by registered or certified mail postage prepaid, or by a OWNER and ENGINEER for professional services,
commercial courier service. Additionally, notices may be including those Exhibits listed in Article 8 hereof.
given via facsimile or by electronic mail if such notice is also
given personally, or by registered or certified mail or by a 4. Application for Payment--The form acceptable
commercial courier service. All notices shall be effective to ENGINEER which is to be used by Contractor in
upon the date of receipt. requesting progress or fmal payments for the completion
of its Work and which is to be accompanied by such
6.13 Survival supporting documentation as is required by the Contract
Documents.
A. (Modified) All express representations,
indemnifications, and limitations of liability included in this 5. Asbestos—Any material that contains more than
First Amendment will survive its completion or termination one percent asbestos and is friable or is releasing asbestos
for any reason. fibers into the air above current action levels established
by the United States Occupational Safety and Health
6.14 Severability Administration.
A. Any provision or part of the First Amendment held 6. Basic Services—The services to be performed
to be void or unenforceable under any Laws or Regulations for or furnished to OWNER by ENGINEER in
shall be deemed stricken, and all remaining provisions shall accordance with Exhibit A, Part 1, of this First
continue to be valid and binding upon OWNER and Amendment.
ENGINEER, who agree that the First Amendment shall be
reformed to replace such stricken provision or part thereof 7. Bid—The offer or proposal of the bidder
with a valid and enforceable provision that comes as close as submitted on the prescribed form setting forth the prices
possible to expressing the intention of the stricken provision. for the Work to be performed.
6.15 Waiver 8. Bidding Documents--The advertisement or
invitation to Bid,instructions to bidders,the Bid form and
A. Non-enforcement of any provision by either party attachments,the Bid bond, if any,the proposed Contract
shall not constitute a waiver of that provision, nor shall it Documents,and all Addenda,if any.
affect the enforceability of that provision or of the remainder
of this First Amendment. 9. Change Order--A document recommended by
ENGINEER,which is signed by Contractor and OWNER
6.16 Headings to authorize an addition,deletion or revision in the Work,
or an adjustment in the Contract Price or the Contract
A. The headings used in this First Amendment are for Times, issued on or after the Effective Date of the
general reference only and do not have special significance. Construction Agreement.
ARTICLE 7- DEFINITIONS 10. Construction Agreement--The written
instrument which is evidence of the agreement,contained
in the Contract Documents, between OWNER and
7.01 Defined Terms Contractor covering the Work.
A. Wherever used in this First Amendment(including 11. Construction Contract—The entire and
the Exhibits hereto) and printed with initial or all capital integrated written agreement between the OWNER and
letters, the terms listed below have the meanings indicated, Contractor concerning the Work.
which are applicable to both the singular and plural thereof:
12. Construction Cost—The cost to OWNER of
1. Deleted those portions of the entire Project designed or specified
by ENGINEER. Construction Cost does not include
2. Additional Services--The services to be costs of services of ENGINEER or other design
performed for or furnished to OWNER by ENGINEER in professionals and consultants,cost of land,rights-of-way,
accordance with Exhibit A, Part 2 of this First or compensation for damages to properties,or OWNER's
Amendment. costs for legal, accounting, insurance counseling or
auditing services, or interest and financing charges
First Amendment
Page 8 of 12
incurred in connection with the Project, or the cost of referred to in the Contract Documents, or has been
other services to be provided by others to OWNER damaged prior to ENGINEER's recommendation of final
pursuant to Exhibit B of this First Amendment. payment.
Construction Cost is one of the items comprising Total
Project Costs. 19. Documents--Data, Reports, Drawings,
Specifications, Record Drawings, and other deliverables,
13. (Modified) Contract Documents—Documents whether in printed or electronic media format, provided
that establish the rights and obligations of the parties or furnished in appropriate phases by ENGINEER to
engaged in construction and include the Construction OWNER pursuant to this First Amendment.
Agreement between OWNER and Contractor and all
documents referenced therein,Addenda(which pertain to 20. Drawings--That part of the Contract Documents
the Contract Documents), Contractor's Bid (including prepared or approved by ENGINEER which graphically
documentation accompanying the Bid and any post-Bid shows the scope, extent, and character of the Work to be
documentation submitted prior to the notice of award) performed by Contractor. Shop Drawings are not
when attached as an exhibit to the Construction Drawings as so defined.
Agreement,the notice to proceed,the bonds,appropriate
certifications, insurance documents the General 21. Effective Date of the Construction Agreement--
Conditions, the Supplementary Conditions, the The date indicated in the Construction Agreement on
Specifications and the Drawings as the same are more which it becomes effective, but if no such date is
specifically identified in the Construction Agreement, indicated, it means the date on which the Construction
together with all Written Amendments, Change Orders, Agreement is signed and delivered by the last of the two
Work Change Directives, Field Orders, and parties to sign and deliver.
ENGINEER's written interpretations and clarifications
issued on or after the Effective Date of the Construction 22. Effective Date of the First Amendment--The
Agreement. Approved Shop Drawings and the reports date indicated in this First Amendment on which it
and drawings of subsurface and physical conditions are becomes effective, but if no such date is indicated, it
not Contract Documents. means the date on which the First Amendment is signed
and delivered by the last of the two parties to sign and
14. Contract Price--The moneys payable by deliver.
OWNER to Contractor for completion of the Work in
accordance with the Contract Documents and as stated in 23. ENGINEER's Consultants--Individuals or
the Construction Agreement. entities having a contract with ENGINEER to furnish
services with respect to this Project as ENGINEER's
15. Contract Times—The numbers of days or the independent professional associates, consultants,
dates stated in the Construction Agreement to: (i)achieve subcontractors, or vendors. The term ENGINEER
Final Completion,and(ii)complete the Work so that it is includes ENGINEER's Consultants.
ready for final payment as evidenced by ENGINEER's
written recommendation of final payment. 24. Field Order—A written order issued by
ENGINEER which directs minor changes in the Work
16. Contractor—An individual or entity with whom but which does not involve a change in the Contract Price
OWNER enters into a Construction Agreement. or the Contract Times.
17. Correction Period--The time after Final 25. Final Completion shall mean that all work has
Completion during which Contractor must correct, at no been completed, all final punch list items have been
cost to OWNER,any Defective Work,normally one year inspected and satisfactorily completed, all payments to
after the date of Final Completion or such longer period subcontractors have been made, all documentation and
of time as may be prescribed by Laws or Regulations or warranties have been submitted, all closeout documents
by the terms of any applicable special guarantee or have been executed and approved by the OWNER, and
specific provision of the Contract Documents. the Project has been finally accepted by the OWNER.
18. Defective--An adjective which,when modifying 26. General Conditions-That part of the Contract
the word Work, refers to Work that is unsatisfactory, Documents which sets forth terms, conditions, and
faulty, or deficient, in that it does not conform to the procedures that govern the Work to be performed or
Contract Documents, or does not meet the requirements furnished by Contractor with respect to the Project.
of any inspection, reference standard, test, or approval
First Amendment
Page 9 of 12
27. Hazardous Environmental Condition--The Resident Project Representative agreed to by OWNER.
presence at the Site of Asbestos, PCB's, Petroleum, The duties and responsibilities of the Resident Project
Hazardous Waste, or Radioactive Materials in such Representative are as set forth in Exhibit D.
quantities or circumstances that may present a substantial
danger to persons or property exposed thereto in 36. Samples--Physical examples of materials,
connection with the Work. equipment, or workmanship that are representative of
some portion of the Work and which establish the
28. Hazardous Waste—The term Hazardous Waste standards by which such portion of the Work will be
shall have the meaning provided in Section 1004 of the judged.
Solid Waste Disposal Act (42 USC Section 6903) as
amended from time to time. 37. Shop Drawings--All drawings, diagrams,
illustrations, schedules, and other data or information
29. Laws and Regulations; Laws or Regulations-- which are specifically prepared or assembled by or for
Any and all applicable laws, rules, regulations, Contractor and submitted by Contractor to ENGINEER
ordinances, codes, standards, and orders of any and all to illustrate some portion of the Work.
governmental bodies, agencies, authorities, and courts
having jurisdiction. 38. Site—Lands or areas indicated in the Contract
Documents as being furnished by OWNER upon which
30. PCB's—Polychlorinated biphenyls. the Work is to be performed,rights-of-way and easements
for access thereto, and such other lands furnished by
31. Petroleum--Petroleum, including crude oil or OWNER which are designated for use of Contractor.
any fraction thereof which is liquid at standard conditions
of temperature and pressure (60 degrees Fahrenheit and 39. Specifications--That part of the Contract
14.7 pounds per square inch absolute), such as oil, Documents consisting of written technical descriptions of
petroleum, fuel oil, oil sludge, oil refuse, gasoline, materials, equipment, systems, standards, and
kerosene,and oil mixed with other non-Hazardous Waste workmanship as applied to the Work and certain
and crude oils. administrative details applicable thereto.
32. Radioactive Materials—Source, special nuclear, 40. Substantial Completion--The time at which the
or byproduct material as defined by the Atomic Energy Work (or a specified part thereof) has progressed to the
Act of 1954 (42 USC Section 2011 et seq.) as amended point where, in the opinion of ENGINEER,the Work(or
from time to time. a specified part thereof) is sufficiently complete, in
accordance with the Contract Documents, so that the
33. Record Drawings--The Drawings as issued for Work(or a specified part thereof)can be utilized for the
construction on which the ENGINEER,upon completion purposes for which it is intended. The terms
of the Work, has shown changes due to Addenda or "substantially complete"and"substantially completed"as
Change Orders and other information which ENGINEER applied to all or part of the Work refer to Substantial
considers significant based on record documents Completion thereof.
furnished by Contractor to ENGINEER and which were
annotated by Contractor to show changes made during 41. Supplementary Conditions--That part of the
construction. Contract Documents which amends or supplements the
General Conditions.
34. Reimbursable Expenses--The expenses incurred
directly by ENGINEER in connection with the 42. (Modified) Total Project Costs—The sum of the
performing or furnishing of Basic and Additional Construction Cost,allowances for contingencies,the total
Services for the Project for which OWNER shall pay costs of services of ENGINEER or other design
ENGINEER as indicated in Exhibit C. professionals and consultants,cost of land,rights-of-way,
compensation for damages to properties,OWNER's costs
35. Resident Project Representative—The for legal, accounting, insurance counseling or auditing
authorized representative of ENGINEER,if any,assigned services, interest and financing charges incurred in
to assist ENGINEER at the Site during the Construction connection with the Project,and the cost of other services
Phase. The Resident Project Representative will be to be provided by others to OWNER pursuant to Exhibit
ENGINEER's agent or employee and under B of this First Amendment.
ENGINEER's supervision. As used herein, the term
Resident Project Representative includes any assistants of
First Amendment
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 H. Exhibit H,"Dispute Resolution,"is not used.
performing or furnishing labor, services, and
documentation necessory to produce such construction I. Exhibit I,"Allocation of Risks,"is not used.
and furnishing, installing, and incorporating all materials
and all equipment into such construction, all as required J. Exhibit J, "Special Provisions," consisting of eight
by the Contract Documents. (8)pages.
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,deletion,or revision in the Work,or responding 8.02 Total Agreement
to differing or unforeseen subsurface or physical
conditions under which the Work is to be performed or to A. This Agreement (consisting of pages 1 to 12
emergencies. A Work Change Directive will not change inclusive, together with the Exhibits identified above)
the Contract Price or the Contract Times but is evidence constitutes the entire agreement between OWNER and
that the parties expect that the change directed or ENGINEER and supersedes all prior written or oral
documented by a Work Change Directive will be understandings. This First Amendment may only be amended,
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 written instrument. This First Amendment along with the
any,on the Contract Price or Contract Times. exhibits 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
eight (8)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,"
consisting of two(2)pages.
F. Exhibit F,"Construction Cost Limit," is not used.
First Amendment
Page 11 of 12
IN WITNESS WHEREOF,the parties hereto have
executed this First Amendment,the Effective Date of which is
indicated on page 1.
OWNER:CITYOF AYTOWN ENGINES • S&C R,INC.
Signature: Signature:
aey,J Printed Name: '_.#:;:r::A l7 •�., Printed Name: or 44
Title: Ci ,'.;1 .0%0�O Title: Pe Sf -
. b �i
Date Signe'� ' --116 �a` .� ! Date Signed: 1 t$(H
'to 7 -41
C
il
Address for g'I I I . - Address for giving notices:
RXA8
P.O.Box 424 %'` 6335 Gulfton,Suite 100
Baytown,Texas 77522 Houston,TX 77081-1169
2( ..------,
Designated Representative(paragraph 6.02.A): Designated Representati (paragraph 6.0 .A):
Name:Jose A.Pastrana,P.E. Name:Tobin Synatschk,P.E.
Title:Director of Engineering Title: Vice President
Phone Number: (281)420-7154 Phone Number:(713)777-5337
Facsimile Number: (281)420-6586 Facsimile Number:(713)777-5976
E-Mail Address: jose.pastrana@baytown.org E-Mail Address:tts@jonescarter.com
First Amendment
Page 12 of 12
This is EXHIBIT A, consisting of 8 pages, referred to in and
7part of the First Amendment between 9N R and
ENGINEER for Professional Services dated fl Zit
Initial:
OWNER
ENGINEER
ENGINEER's Services
Article 1 of the First Amendment 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)
A1.01 Preliminary Design Phase
A. ENGINEER shall:
1. Consult with OWNER to define and clarify OWNER's additional requirements for the Project and
available data not identified within the Preliminary Engineering Report("PER").
2. Advise OWNER as to the necessity of OWNER's providing data or services of the types described in
Exhibit B, which are not part of ENGINEER's Basic Services, and assist OWNER in obtaining such
data and services.
3. (Modified) Identify, consult with, and analyze requirements of governmental authorities having
jurisdiction to approve the portions of the Project designed or specified by ENGINEER.
4. 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.
5. (Modified) Attend meetings with OWNER and OWNER's consultants, designated boards,
commissions and/or City Council to receive input into OWNER'S requirements for the Project and
evaluate potential solutions available to OWNER.
6. (Modified)Perform or provide the following additional Preliminary Design Phase tasks or deliverables:
a. Contact utility and pipeline companies with facilities near the site to obtain maps of existing
facilities. If necessary, ENGINEER will coordinate with the pipeline/utility companies to have
these facilities located in the field.
b. Provide a complete design survey for the Project, including required topography and boundary
information. The Survey shall provide complete horizontal and vertical control as well as show
ownership, encumbrances, recorded easement information, existing infrastructure and topographic
information for construction of the proposed lift station.
c. Provide geotechnical investigation (under a subconsultant agreement with Aviles Engineering
Corp.) for the proposed lift station improvements. The purpose of the investigation will be to
evaluate the near surface geological conditions and to provide geotechnical conclusions and design
recommendations regarding the proposed improvements. Investigation will address: general soil
and geologic conditions; recommendations for structures and sanitary sewer design; depth to
groundwater or seepage; excavation considerations; pavement design recommendations;
Page 1 of 8 Pages
(Exhibit A--ENGINEER's Services)
recommendations for trenching and shoring,foundation design,select fill requirements and bearing
strength.
d. Provide an investigation to prepare a Preliminary Wetlands and Jurisdictional Waters
Determination and Delineation and a Transaction Screen Environmental Evaluation (under a
subconsultant agreement with SMC Consulting, Inc.) for the site of the proposed lift station
improvements to determine whether any recognized potential environmental concerns exists and
provide details on potential regulatory impacts and risk.
Services within the scope of a Preliminary Wetlands and Jurisdictional Waters Determination and
Delineation include evaluations of vegetation indicators, soil indicators,hydrology indicators,and
previous land use characteristics. Services not within the scope of a Preliminary Wetlands and
Jurisdictional Waters Determination and Delineation and a Transaction Screen Environmental
Evaluation include: a Phase I Environmental Site Assessment, final determination and
documentation for wetland determination and delineation,preparing, coordinating and obtaining a
Clean Water Act Section 404 from the USACE or an Archeological Pedestrian Survey is needed.
7. (Modified)Prepare a preliminary submittal of:
➢ 30%drawings for the proposed lift station improvements if on an expedited schedule,or
➢ 30%drawings for the proposed lift station improvements if not on an expedited schedule.
(whether 30% or 50% submittal the "First Submittal"), which will, as appropriate, contain schematic
site layouts illustrating the scale and relationship of the improvements, schematic plan and profile
sketches of the proposed lift station wet well, schedule of events and the conceptual design criteria
with appropriate exhibits to indicate those solutions identified in the PER and available to Owner,
which ENGINEER recommends. Preliminary selections of construction materials shall be noted on the
drawings or otherwise described in writing in the First Submittal. This First Submittal will be
accompanied by ENGINEER's opinion of Total Project Costs for each solution which is so
recommended for the Project with each component separately itemized, as itemized in the PER
estimated project costs breakdown,including the following,which will be separately itemized: opinion
of probable Construction Cost,allowances for contingencies and for the estimated total costs of design,
professional, and related services provided by ENGINEER and, on the basis of information furnished
by OWNER, allowances for other items and services included within the definition of Total Project
Costs.
8. Furnish three(3)review copies of the First Submittal to OWNER and review it with OWNER
➢ on or before May 20,2011,if on an expedited schedule as indicated in writing by the OWNER or
➢ within seventy-five(75)calendar days of authorization to begin services if not..
9. Revise the First Submittal in response to OWNER's and other parties' comments, as appropriate, and
furnish five(5)final copies of the revised 30%Submittal to the OWNER within
➢ on or before May 31,2011,if on an expedited schedule as indicated in writing by the OWNER,or
➢ ten(10)calendar days after completion of reviewing it with OWNER if not.
B. OWNER may expedite the Project by providing written notice to ENGINEER at any time; and, if expedited,
ENGINEER will be obligated to meet the expedited schedule as detailed in A.1.01. Furthermore, after the
Project has been expedited,OWNER may elect in writing for the services to be performed on a non-expedited
basis and ENGINEER will be obligated to meet the non-expedited schedule as detailed in A.1.01.
C. (Modified) ENGINEER's services under the Preliminary Design Phase will be considered complete on the
date when the final copies of the revised Report has been delivered to and accepted by OWNER.
A 1.02 Final Design Phase
A. After acceptance by OWNER of the Preliminary Design Phase documents and revised opinion of probable
Construction Cost as determined in the Preliminary Design Phase, but subject to any OWNER-directed
Page 2 of 8 Pages
(Exhibit A--ENGINEER's Services)
modifications or changes in the scope,extent,character,or design requirements of or for the Project,and upon
written authorization from OWNER,ENGINEER shall:
1. (Modified) On the basis of the above acceptance, direction, and authorization, prepare final Drawings
indicating the scope, relationships, forms size and appearance of the Project by means of plans,profiles,
construction details and technical specifications together with the extent and character of the Work to be
performed and furnished by the Contractor,including the quality level for major materials. Specifications
will be prepared, where appropriate, in conformance with the 16-division format of the Construction
Specifications Institute or other format agreed to in writing by OWNER and ENGINEER.
2. 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.
3. Perform or provide the following additional Final Design Phase tasks or deliverables:
a. Acquire plan approvals from the City, Harris County, all utility companies(if necessary), and the
Texas Commission on Environmental Quality;
b. Coordinate with local service providers to confirm adequacy of electrical service capacity.
4. Advise OWNER of any adjustments to the Project schedule and the opinion of probable Construction Cost
and any adjustments to Total Project Costs known to ENGINEER.
5. Make appropriate recommendations to the OWNER to adjust the Project size,quality or budget if at any
time the ENGINEER's estimate of probable Construction Cost or Total Project Costs exceed the
OWNER's budget
6. Prepare storm water pollution prevention plan and traffic control plan(if necessary).
7. Either:
> Furnish fifteen(15)CDs containing all bid documents along with two(2)specification book copies of
the 90%Bidding Documents and a revised opinion of probable Construction Cost to the OWNER on
or before July 13,2011,if on an expedited schedule as indicated in writing by the OWNER,or
➢ Provide three(3) full-size sets of 90%Bidding Documents for the OWNER's review and comment
and review it with OWNER within seventy-five(75)calendar days of authorization to begin services
if not on an expedited schedule.
8. Revise the documents in response to OWNER'S and other parties'comments,as appropriate.
9. Either:
➢ Issue addenda as necessary to address the OWNER's and other parties' comments on or before
July 21,2011 if on an expedited schedule as indicated in writing by the OWNER,or
➢ Revise the documents in response to OWNER's and other parties' comments, as appropriate, and
furnish fifteen(15)CDs containing tall bid documents along with two(2)specification book copies
of the revised 100%Bidding Documents and a revised opinion of probable Construction Cost to the
OWNER within ten(10)days after completion of reviewing the 100%Bidding documents with the
OWNER if not expedited.
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 Final Design Phase, develop a schedule for performance of ENGINEER's services
during the Final Design, Bidding or Negotiating, Construction, and Post-Construction Phases in order to
sequence and coordinate properly such services as are applicable to the work under such separate prime
Page 3 of 8 Pages
(Exhibit A--ENGINEER's Services)
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 First Amendment is one.
D. OWNER may expedite the Project by providing written notice to ENGINEER at any time; and, if expedited,
ENGINEER will be obligated to meet the expedited schedule as detailed in A.1.02. Furthermore, after the
Project has been expedited,OWNER may elect in writing for the services to be performed on a non-expedited
basis and ENGINEER will be obligated to meet the non-expedited schedule as detailed in A.1.02.
E. (Modified)ENGINEER's services under the Final Design Phase will be considered complete on the date when
the submittals required by paragraph A1.02.A have been delivered to and accepted by OWNER.
A1.03 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 Final Design Phase, and upon written authorization by OWNER to proceed,
ENGINEER shall:
1. Assist OWNER in advertising for and obtaining bids or negotiating proposals for the Work.
2. 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.
4. (Modified) Attend the Mandatory Pre-Bid Conference and the Bid opening, prepare Bid tabulation
sheets, assemble contract documents, and assist OWNER in both evaluating Bids or proposals and
awarding contracts for the Work.
5. (Added) Assist in connection with Bid protests, rebidding, or re-negotiating contracts for
construction,materials,equipment,or services.
6. Assist OWNER in securing and analyzing bids or negotiated proposals and recommend award of
the construction contract.
B. (Modified) The Bidding or Negotiating Phase will be considered complete upon commencement of the
Construction Phase.
Al.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;transmit instructions to the
CONTRACTOR; 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 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 First
Amendment and said General Conditions except as otherwise provided in writing.
Page 4 of 8 Pages
(Exhibit A--ENGINEER's Services)
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, stake and establish baselines and 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 First Amendment 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.
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.
Page 5 of 8 Pages
(Exhibit A--ENGINEER's Services)
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. 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 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 Al.04.A.5.b and other express or general limitations in this
First Amendment 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
Page 6 of 8 Pages
(Exhibit A--ENGINEER's Services)
assigned to ENGINEER in this First Amendment 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.
14. 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 Al.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 Al.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 on Mylar showing appropriate
record information based on Project annotated record documents received from Contractor.
15. Close-out Services. Upon written authorization from OWNER,ENGINEER,during the Post-Construction
Phase,shall:
1. Provide assistance in connection with the testing and adjusting of Project equipment or systems.
2. Assist OWNER in training OWNER's staff to operate and maintain Project,equipment,and systems.
3. Assist OWNER in developing procedures for control of the operation and maintenance of,and record
keeping for Project equipment and systems.
4. Provide Operations and Maintenance Manuals to the OWNER as well as electronic as-built drawings
for the completed Project,in a format acceptable to the OWNER.
5. Together with OWNER,visit the Project to observe any apparent defects in the Work,assist OWNER
in consultations and discussions with Contractor concerning correction of any such defects,and make
recommendations as to replacement or correction of Defective Work,if present.
6. Perform or provide the following additional Post-Construction Phase tasks or deliverables:N/A
7. In company with OWNER or OWNER's representative,provide an inspection of the Project within
one month before the end of the Correction Period to ascertain whether any portion of the Work is
subject to correction.
Page 7 of 8 Pages
(Exhibit A--ENGINEER's Services)
16. Additional Tasks. Perform or provide the following additional Construction Phase tasks or deliverables:
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.
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 Al.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(Deleted)
A2.02 Required Additional Services(Deleted)
Page 8 of 8 Pages
(Exhibit A--ENGINEER's Services)
This is EXHIBIT B, consisting of 2 pages, referred to in and
part of the First Amendment between N and
ENGINEER for Professional Services dated it
Initial:OWNERA " ...
ENGINEER iy
OWNER's Responsibilities
Article 2 of the First Amendment 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 First Amendment,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.
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,if any.
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 First
Amendment 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 First Amendment.
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.
H. (Deleted).
Page 1 of 2 Pages
(Exhibit B—OWNER's Responsibilities)
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 constructability review.
L. Deleted
M. Deleted
N. Deleted
N. Deleted
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 First Amendment between OWNER and
ENG NE R for Professional Services dated
Initial: 4
OWNER r/AKir.,
ENGINEER I
/'
Payments to ENGINEER for Services and Reimbursable Expenses
Article 4 of the First Amendment is amended and performed during both the Preliminary and
supplemented to include the following agreement of Final Design Phases. If the Project is
the parties: expedited but the ENGINEER fails to meet
either the July 13th or the July 21'deadline,
ARTICLE 4--PAYMENTS TO THE ENGINEER ENGINEER will not be entitled to any
additional compensation. If the Project is
C4.01 For Basic Services Having A Determined expedited but then OWNER requests
Scope — Cost not to Exceed Method of services be performed on a non-expedited
Payment basis,the Engineer will be entitled to receive
additional compensation for those services
A. OWNER shall pay ENGINEER for Basic performed on and meeting the expedited
Services set forth in Exhibit A as follows: schedule,which additional compensation shall
be based upon 18 percent of the rates
1. (Modified) specified in the rate schedule, which is
a. A cost not to exceed amount of attached as Appendix 1 of Exhibit C, times
$236,000.00, based upon the rate schedule, the actual time spent on the expedited Project,
which is attached as Appendix 1 of Exhibit and shall not exceed the following for each
C and incorporated herein for all intents and task:
purposes. This amount does not include 1. Preliminary Design Phase $19,543
those Engineer's Consultant's charges as 2. Final Design Phase $42,457
provided below in this Article 4,
Subparagraph C4.05. The cost not to exceed 2. (Modified) ENGINEER may with the
will be distributed at the completion of each consent of OWNER alter the distribution of
of the phases in an amount not exceeding the compensation between individual tasks noted
following for each task: herein to be consistent with services actually
rendered, but shall not exceed the total cost not
1. Preliminary Design Phase $54,000 to exceed amount unless approved in writing by
2. Final Design Phase $130,000 the OWNER.
3. Bidding Phase $12,000
4. Construction Phase $40,000 3. The cost not to exceed includes
compensation for ENGINEER's services.
b. If the Project is expedited in accordance Appropriate amounts have been incorporated in
with A.101 and/or A1.02 and the the cost not to exceed to account for labor,
ENGINEER meets the expedited schedule overhead,and profit.
by both (i) submitting 100% Bidding
Documents and all related documents and 4. Deleted.
CD's to the OWNER on or before July 13,
2011 as required in A.102 and (ii) issuing 5. The portion of the amount billed for
appropriate addenda on or before July 21, ENGINEER's services will be based upon total
2011, ENGINEER will be entitled to services actually completed during the billing
additional compensation in the amount of period.
$62,000 for the expedited services
Page 1 of 2 Pages
(Exhibit C-Basic Services With Determined Scope--Cost not to exceed Method)
in addition to those required under Exhibit A, and, if
C4.02 For Basic Services Having An Undetermined authorized in advance by OWNER.
Scope -- Direct Labor Costs Times a Factor
Method of Payment C. The amounts payable to ENGINEER for
Reimbursable Expenses will be the Project-related
A. (Deleted). internal expenses actually incurred or allocated by
ENGINEER based upon the rate schedule for
C4.03 For Additional Services reimbursable expenses, plus all invoiced external
Reimbursable Expenses allocable to the Project, the
A. OWNER shall pay ENGINEER for latter multiplied by a Factor of 1.1.
Additional Services as follows:
D. (Deleted).
1. General. For services of ENGINEER's
employees engaged directly on the Project E. (Added) The OWNER must approve all
pursuant to paragraph A2.01 or A2.02 of Exhibit travel expenses before the same are incurred. If such
A of the First Amendment,except for services as approval is not obtained, the OWNER shall not be
a consultant or witness under paragraph liable for such travel expenses.
A2.01.A.13, an amount based upon the actual
hours worked and the rate schedule, which is C4.05 For ENGINEER's Consultant's Charges
attached as Appendix 1 of Exhibit C and
incorporated herein for all intents and purposes, A. (Modified) Whenever compensation to
plus Reimbursable Expenses and ENGINEER's ENGINEER herein is stated to include charges of
Consultant's charges, if any. No Additional ENGINEER's Consultants,those charges shall be the
Services shall be preformed without the prior amounts billed by ENGINEER's Consultants to
written consent of the Owner. ENGINEER times a Factor of 1.1. The consultant
charges shall not exceed the following amounts
2. (Deleted). specified for each of the following services, unless
approved in writing by the OWNER. The charges
C4.04 For Reimbursable Expenses include the factor,and are as follows:
A. (Modified) When not included in 1. Geotechnical/Testing $15,000
compensation for Basic Services under paragraph 2. Structural $25,000
C4.01, OWNER shall pay ENGINEER for 3. Environmental $5,000
Reimbursable Expenses as the rate set forth in 4. Landscaping $5,000
Appendix 2 of this Exhibit C. Before the OWNER
shall be liable for any reimbursable expenses, the C4.06 Direct Labor Costs
ENGINEER must obtain prior written approval of the
OWNER of any expense that exceeds $1,000 for A. (Deleted).
which the ENGINEER seeks reimbursement.
Reimbursable Expenses, including the Factor B. (Deleted).
described in paragraph C4.04.C, shall not exceed the
following for each phrase of the Project, whether 4.07 Factors
incurred by the ENGINEER or ENGINEER's
consultant(s): A. (Deleted).
1. Preliminary Design Phase $2,000 B. (Deleted).
2. Final Design Phase $12,000
3. Bidding Phase $1,000 C4.08 Other Provisions Concerning Payment
4. Construction Phase $9,000
A. Progress Payments. The portion of the
amounts billed for services which are identified in
B. (Modified) Reimbursable Expenses include paragraphs C4.01,C4.03,and C4.05 will be based on
the following categories: mileage, parking,tolls, long the rate schedule for the cumulative hours charged to
distance, reproduction of Drawings, Specifications, the Project during the billing period by all of
Bidding Documents,and similar Project-related items
Page 2 of 2 Pages
(Exhibit C-All Other Services/Charges--Cost not to Exceed Method of Payment)
ENGINEER's employees and consultant(s), plus
Reimbursable Expenses.
Page 3 of 2 Pages
(Exhibit C-All Other Services/Charges--Cost not to Exceed Method of Payment)
APPENDIX 1 OF EXHIBIT C
RATE SCHEDULE
ENGINEERING PERSONNEL OFFICE PERSONNEL
Engineer I $ 78 Office Assistant $ 25
Engineer II $ 84 Clerk $ 30
Engineer III $ 93 Engineer's Assistant I $ 45
Engineer IV $103 Engineer's Assistant II $ 60
Engineer V $118 Secretary I $ 37
Engineer VI $130 Secretary II $ 45
Staff Engineer $145 Secretary III $ 55
Project Engineer $155 Contract Coordinator $ 60
Sr.Project Engineer $160 Bookkeeper $ 65
Sr.Project Manager $165 Staff Assistant $ 70
Department Manager $175 Chief Accountant $ 90
Division Manager $185
Officer—Regional Manager $195
Officer—Corporate Manager $200 SURVEYING PERSONNEL
Officer—President $225 4-Man Field Crew $150
3-Man Field Crew $140
2-Man Field Crew $120
ELECTRICAL ENGINEERING PERSONNEL 4-Man Field Crew w/Robotic Survey System $180
Electrical Engineer I $ 90 3-Man Field Crew w/Robotic Survey System $170
Electrical Engineer II $100 2-Man Field Crew w/Robotic Survey System $150
Electrical Engineer III $110 1-Man Field Crew w/Robotic Survey System $125
Electrical Engineer IV $120 4-Man Field Crew w/GPS System $210
Electrical Engineer V $130 3-Man Field Crew w/GPS System $200
Electrical Engineer VI $135 2-Man Field Crew w/GPS System $170
Electrical Project Engineer $ 60 1-Man Field Crew w/GPS System $150
Survey Technician I $ 52
Survey Technician
CONSTRUCTION PERSONNEL
(includes mileage) Project Surveyor I $ 67
II $ 67
Project Representative I $ 50 Project Surveyor II $ 80
Project Surveyor III $ 92
Project Representative II $ 57 Chief of Survey Crews $ 92
Project Representative III $ 67 Registered Prof.Land Surveyor $135
Project Representative IV $ 77 Survey Manager $145
Project Representative Coordinator $ 82
Construction Engineer I $ 78
Construction Engineer II $ 84 DESIGNERS/DRAFTING PERSONNEL
Construction Engineer III $ 93 CAD Operator I $ 43
Construction Engineer IV $103 CAD Operator II $ 49
Construction Engineer V $118 CAD Operator III $ 58
Construction Manager $155 CAD Operator IV $ 68
CAD Operator V $ 78
CAD Manager $ 92
Designer I $ 82
Designer II $ 92
Chief Designer $ 95
Design Coordinator $105
Design Coordinator II $115
GIS Operator I $ 55
GIS Operator II $ 75
Computer Tech $ 50
Computer Manager $100
Page 1 of 1 Pages
(Appendix 1 of Exhibit C—Hourly Rates)
APPENDIX 2 OF EXHIBIT C
REIMBURSEMENT OF COSTS
1. Reproduction performed in office
Size Black&White Color
8'/:"x 11"(single-sided) $0.05/page $0.50/page
8'/="x 11"(double-sided) $0.15/page $ 1.00/page
8'/i"x 14" $0.15/page $0.75/page
11"x 17" $0.20/page $ 1.00/page
Large Document Prints/Plots Black&White Color
Translucent Bond $0.20/page $ 5.00/sq ft
Color Bond $0.30/page $ 4.00/sq ft
Photographic Bond $4.00/page $ 8.00/sq ft
Vellum $ 1.00/page N/A
Mylar $2.00/page N/A
Aerial Backgrounds
All sizes $5.00/sheet
2. Facsimiles sent: $1.00/each facsimile
3. Transportation(mileage): IRS rate
4. AudioNideo Conferencing
a. Audio Conferencing $0.15/minute/person
b. Video Conferencing $0.50/minute/person
c. AudioNideo Conferencing $0.65/minute/person
5. Subcontracts and all other outside expenses and fees:Actual cost plus 10%.
6. Surveying Expenses
a. Crew Rates: Includes time charged portal to portal and the first 120 miles of transportation and
standard survey equipment
b. Special Rental Equipment: Actual cost plus 10%
c. Stakes: Cost plus 10%service charge where an excessive number of wooden stakes or any special
stakes are required
d. Iron Rods and Pipes: Cost plus 10%
e. All-Terrain Vehicle(ATV): $150/day
f. Overtime Rates: Jobs requiring work on weekends or holidays billed at 1.5 times the standard rate
g. Sales Tax: To be paid on boundary-related services.
h. Deliveries,abstracting services,outside reproduction costs,and other reimbursable expenses
charged at cost plus 10%
Page 1 of 1 Pages
(Appendix 2 of Exhibit C—Consultant's Hourly Rates)
This is EXHIBIT E,consisting of 2 pages,referred to in and part of the First Amendment between OWNER and
ENGINEER for Professional Services dated
Initial:
OWNER
ENGINEER
NOTICE OF ACCEPTABILITY OF WORK
PROJECT:
OWNER:
OWNER's Construction Contract Identification:
EFFECTIVE DATE OF THE CONSTRUCTION AGREEMENT:
CONSTRUCTION CONTRACT DATE:
ENGINEER:
To: OWNER
And To: CONTRACTOR
The undersigned hereby gives notice to the above OWNER and CONTRACTOR that the completed Work
furnished and performed by CONTRACTOR under the above Contract is acceptable, expressly subject to the
provisions of the related Contract Documents and the terms and conditions set forth on the reverse side hereof.
By:
Title:
Dated:
Page 1 of 2 Pages
(Exhibit E—Notice of Acceptability of Work)
(Reverse side of Notice)
CONDITIONS OF NOTICE OF ACCEPTABILITY OF WORK
The Notice of Acceptability of Work ("Notice") on the front side of this sheet is expressly made subject to the
following terms and conditions to which all persons who receive said Notice and rely thereon agree:
1. Said Notice is given with the skill and care ordinarily used by members of the engineering profession practicing
under similar conditions at the same time and in the same locality.
2. Said Notice reflects and is an expression of the professional judgment of ENGINEER.
3. Said Notice is given as to the best of ENGINEER's knowledge,information,and belief as of the date hereof.
4. (Modified) Said Notice is based entirely on and expressly limited by the scope of services ENGINEER has been
employed by OWNER to perform or furnish during construction of the Project (including observation of the
CONTRACTOR's work) under ENGINEER's First Amendment with OWNER and applies to facts that are
within ENGINEER's knowledge or could or should have been ascertained by ENGINEER as a result of carrying
out the responsibilities specifically assigned to ENGINEER under ENGINEER's agreement with OWNER.
5. (Modified)Said Notice is not a guarantee or warranty of CONTRACTOR's performance under the Construction
Contract nor an assumption of responsibility for any failure of the Contractor to furnish and perform the work
thereunder in accordance with the Contract documents, unless ENGINEER knew or should have known of such
failure and failed to notify the Owner of such failure and take appropriate action so that the same were corrected
and brought into compliance with the Contract Documents.
Page 2 of 2 Pages
(Exhibit E—Notice of Acceptability of Work)
This is EXHIBIT G, consisting of 2 pages, referred to in and
part of the First Amendment between O NER and
ENGINEER for Professional Services dated •
Initial:
OWNER ade
ENGINEER fed
Insurance
Paragraph 6.05 of the First Amendment is amended and supplemented to include the following agreement of the
parties.
G6.05 Insurance
Throughout the term of this First Amendment,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 First Amendment,
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: $1,000,000
Products&Completed Operations: $1,000,000
Personal&Advertising Injury: $1,000,000
Per Occurrence: $500,000
a. Coverage shall be at least as broad as ISO CG 00 01 10 93
b. No coverage shall be excluded from standard policy without notification of individual exclusions being
attached for review and acceptance.
Business Automobile Policy(BAP)
Combined Single Limits: $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 one(1)year 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&0 can be on claims-made form.
d. The City of Baytown,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 City of Baytown, certified copies of all insurance policies and/or
certificates of insurance shall be furnished to the City of Baytown's representative. Certificates of insurance
showing evidence of insurance coverage shall be provided to the City of Baytown's representative prior to
execution of this agreement.
f. Upon request of and without cost to the City of Baytown, loss runs(claims listing)of any and/or all insurance
coverage shall be furnished to the City of Baytown's representative.
Page 2 of 2 Pages
(Exhibit G-Insurance)
This is EXHIBIT J, consisting of 8 pages, referred to in and
part of the First Amendment between OW E and
ENGINEER for Professional Services dated
Initial:
OWNS
ENGINEER
Special Provisions
The following provisions shall be applicable should the Project be performed on an expedited basis as designated in
writing by the OWNER. Should the provisions in these special provisions conflict with those elsewhere in this First
Amendment, including all exhibits thereto, the more stringent provision shall apply, as determined in the sole
discretion of the OWNER.
1. All services to be performed under this First Amendment shall be performed in accordance with and meeting all
of the requirements of the Texas Department of Rural Affairs Contract No. DRS010220, CDBG Disaster
Recovery Entitlement Grant Program(the"Grant"), and as hereinafter amended, are incorporated herein by this
reference and are included as the Scope of Services required for the project.
2. Exhibit A shall be amended to include the following Basic Services:
a. Attend preliminary conferences with OWNER regarding the requirements of the project.
b. Determine necessity for any acquisition of any additional real property/easements/ROWs for the CDBG
project and,if applicable,furnish to OWNER:
➢ Name and address of property owners;
➢ Legal description of parcels to be acquired;and
➢ Map showing entire tract with designation of part to be acquired.
c. Coordinate any necessary surveys of existing rights-of-way, topography, utilities, or other field data
required for proper design of the project. Provide consultation and advice as to the necessity of
OWNER providing or obtaining other services such as auger borings,core borings, soil tests, or other
subsurface explorations; laboratory testing and inspecting of samples or materials; other special
consultations. ENGINEER will review any tests required and act as OWNER's representative in
connection with any such services.
d. Submit detailed drawings and plans/specifications to appropriate regulatory agency(ies) and obtain
clearance. All submissions will be approved in writing by OWNER Engineer prior to submission to
other regulatory agencies.
e. Prepare bid packet/contract documents/advertisement for bids.At the time the bid packet is completed,
ENGINEER shall also furnish to OWNER an updated written Estimate of Probable Costs for the
Project.
f. Make 10-day call to confirm prevailing wage decision issued by TxCDBG.
g. Incorporate any and all wage rate modifications or supersedes via bid addendum(if applicable).
h. Attend mandatory prebid meeting, issue addenda as necessary to clarify the project, conduct bid
opening, provide a recommendation for award,prepare all necessary minutes as requested by OWNER
Engineer,and assist with bid protests and rebidding.
Page 1 of 2 Pages
(Exhibit J—Special Provisions)
i. Tabulate,analyze,and review bids for completeness and accuracy.
j. Accomplish Construction Contractor eligibility verification.
k. Conduct pre-construction conference and prepare copy of reports/minutes.
I. Issue Start of Construction Notice to TCDBG and Notice to Proceed to construction contractor.
m. Design for access by persons with disabilities to facilities to be used by the public in accordance with
Public Law 504.
n. Use OWNER's form for instructions to bidders, general conditions, contract, bid bond, performance
bond,payment bond,and maintenance bond that have TxCDBG approval,as required.
o. Make periodic visits, no less than every 30 days during the construction period, to the site to observe
the progress and quality of the work and to determine if the work is proceeding in accordance with the
Contract.
p. Consult with and advise OWNER during construction;issue to contractors all instructions requested by
OWNER; and prepare routine change orders if required, at no charge for engineering services to
OWNER when the change order is required to correct errors or omissions by ENGINEER; provide
price analysis for change orders; process change orders approved by OWNER and the project engineer
and submit to TxCDBG for approval prior to execution with the construction contractor.
q. Review shop and working drawings furnished by contractors for compliance with design concept and
with information given in contract documents (contractors will be responsible for dimensions to be
confirmed and correlated at job site).
r. Resolve all payment requests within 10 days of receipt of signed pay request from the Construction
Contractor.
s. Based on ENGINEER's on-site observations and review of the contractor's applications for payment,
determine the amount owed to the contractor in such amounts; such approvals of payment to constitute
a representation to OWNER, based on such observations and review,that the work has progressed to
the point indicated and that the quality of work is in accordance with the plans, specifications and
contract documents.
t. Attend on-site project meetings as and when requested by OWNER Engineer, prepare minutes of the
same,take photos and make reports of progress.
u. Prepare Certificate of Construction Completion and Clean Lien Certificate. A Clean Lien Certificate
shall be prepared for each of the Prime Contractor(s)and each of the subcontractor(s).
v. Conduct interim/final inspections.
w. Revise contract drawings to show the work as actually constructed,and furnish OWNER with a set of
"record drawings"plans.
x. ENGINEER will provide a copy of the final project record drawing(s) engineering schematic(s), as
constructed using funds under this contract. These maps shall be provided in digital format containing
the source map data (original vector data) and the graphic data in files on machine readable media,
such as compact disc(CD),which are compatible with computer systems owned or readily available to
OWNER. The digital copy provided shall not include a digital representation of the engineer's seal but
the accompanying documentation from the engineer shall include a signed statement of when the map
was authorized, that the digital map is a true representation of the original sealed document, and that a
printed version with the seal has been provided to OWNER. In addition,complete documentation as to
Page 2 of 8 Pages
(Exhibit J—Special Provisions)
the content and layout of the data files and the name of the software package(s) used to generate the
data and maps shall be provided to OWNER in written form.
y. Attend preliminary conferences with OWNER regarding the requirements of the project.
3. Exhibit A shall be amended to include the following Special Services for a Field Project Representative:
a. Assist the Contractor's superintendent in understanding the intent of the contract documents.
b. Conduct on-site observations of the work in progress as a basis for determining conformance of
work,materials,and equipment with the contract documents.
c. Consider and evaluate suggestions or recommendations which may be submitted by the Contractor
to ENGINEER or OWNER and report them with recommendations for ENGINEER's and
OWNER's final decision.
d. Be alert to the construction schedule and to conditions which may cause delay in completion,and
report same to ENGINEER and OWNER.
e. Maintain liaison with the Contractor and all Subcontractors on the project only through the
Contractor's superintendent.
f. Attend conferences held at the project site as directed by ENGINEER or OWNER. Report to
ENGINEER and OWNER the results of such meetings.
g. Advise ENGINEER and OWNER in advance of the schedules of tests and observe that tests at the
project site, which are required by the contract documents, are actually conducted. Observe,
record,and report to ENGINEER and OWNER all details relative to the test procedure.
h. If inspectors representing local, state, or federal agencies having jurisdiction over the project visit
the site, accompany such inspectors during their trips through the project. Record and report to
ENGINEER and OWNER the results of these inspections.
i. Receive samples, which are required,to be furnished at the site;record date received, from whom,
and notify ENGINEER and OWNER of their readiness for examination;record Firm's approval or
rejection;and maintain custody of approved samples.
j. Review applications for payment submitted by the Contractor and forward them with
recommendations to ENGINEER and OWNER for disposition.
k. After substantial completion,check each incomplete or defective item as it is corrected.
1. If a situation arises during construction which requires that work be rejected, report such situation
immediately to ENGINEER and OWNER.
4. Exhibit A shall be amended to include the following requirements for all subcontracts of the ENGINEER:
a. No work under this Contract shall be subcontracted by Firm without prior approval. in writing, from
OWNER.
b. ENGINEER shall, prior to proceeding with the work, notify OWNER in writing of the name of any
subcontractors proposed for the work. including the extent and character of the work to be done by
each.
c. If any time during progress of the work,OWNER determines that any subcontractor is incompetent or
undesirable, OWNER will notify ENGINEER who shall take reasonable and immediate steps to
satisfactorily cure the problem, substitute performance, or cancel such subcontract. Subletting by
Page 3 of 8 Pages
(Exhibit J—Special Provisions)
subcontractors shall be subject to the same regulations.Nothing contained in this Contract shall create
any contractual relation between any subcontractor and OWNER.
d. ENGINEER will include in all contracts and subcontracts of amounts in excess of$100,000 a provision
which requires compliance with all applicable standards. orders or requirements issued under Section
306 of the Clean Air Act [42 U.S. 1857 (Section 508 of the Clean Water Act (33 U.S.C. 1368d).
Executive Order 11738, and Environmental Protection Agency regulations (40 CFR. Part 15), which
prohibit the use under non-exempt Federal contracts,grants or loans of facilities included on the EPA
List of Violating Facilities. The provisions shall require reporting of violations to TxCDBG and to the
U.S.Environmental Protection Agency Assistant Administrator for Enforcement.
e. ENGINEER will include in all contracts and subcontracts other than for small purchases (less than
$10,000),provisions or conditions which will allow for administrative,contractual or legal remedies in
instances which violate or breach contract terms, and provide for such sanctions and penalties as may
be appropriate.
f. ENGINEER will include in all contracts and subcontracts in excess of$10,000 suitable provisions for
termination by OWNER including the manner by which it will be affected and the basis for settlement.
In addition, such contracts shall describe conditions under which the contract may be terminated for
default as well as conditions where the contract may be terminated because of circumstances beyond
the control of ENGINEER.
g. ENGINEER will include in all contracts and subcontracts in excess of$10,000 provisions requiring
compliance with the following:
➢ ENGINEER will not discriminate against any employee or applicant for employment because of
race.creed.sex,color,national origin,physical or mental disability,marital status,parenthood,or
age.
➢ Executive Order 11246-Equal Employment Opportunity.
➢ Copeland Anti-Kickback Act.
➢ Davis-Bacon Act-prime contractor contracts in excess of$2,000.
➢ Section 103 and 107 of the Contract Work Hours and Safety Standards Act-contracts in excess of
$2,000.
➢ A provision recognizing mandatory standards and policies relating to energy efficiency that are
contained in the State energy conservation plan issued in compliance with the Energy Policy and
Conservation Act.
➢ Section 3 of the Housing and Urban Development Act of 1969.
➢ Title VI of the Civil Rights Act of 1964
h. ENGINEER will include in all negotiated contracts and subcontracts a provision which indicates that
funds will not be awarded under this contract to any party which is debarred, suspended, or otherwise
excluded from or ineligible for participation in federal assistance programs under Executive Order
12549 and 24 CFR Part 24. A certification shall be provided and received from each proposed
subcontractor under this contract and its principals.
i. ENGINEER will include in all negotiated contracts and subcontracts a provision to the effect that
OWNER, TxCDBG, the Comptroller General of the State of Texas, or any of their duly authorized
representatives,shall have access to any books,documents,papers and records of the Contractor which
are directly pertinent to that specific contract, for the purpose of making audit, examination, excerpts,
and transcriptions.
j. ENGINEER will include in all contracts and subcontracts a requirement that the Contractor maintain
all relevant project records for three(3)years after OWNER has made final payment to the Contractor
and all other pending matters are closed.
5. Exhibit A shall be amended to include the following standards of performance and deficiencies:
Page 4 of 8 Pages
(Exhibit J—Special Provisions)
a. All services of ENGINEER and its independent professional associates,consultants and subcontractors
will be performed in a professional, reasonable and prudent manner in accordance with generally
accepted professional practice. ENGINEER represents that it has the required skills and capacity to
perform work and services to be provided under this Contract.
b. ENGINEER represents that services provided under this Contract shall be performed within the limits
prescribed by OWNER in a manner consistent with that level of care and skill ordinarily exercised by
other professional consultants under similar circumstances.
c. Any deficiency in Firm's work and services performed under this contract shall be subject to the
provisions of applicable state and federal law. ENGINEER shall be responsible for the technical
accuracy of its services and documents resulting therefrom, and OWNER shall not be responsible for
discovering deficiencies therein. ENGINEER shall correct such deficiencies without additional
compensation. OWNER's approval, acceptance, use of or payment for all or any part of ENGINEER's
services hereunder or of the work itself shall in no way alter ENGINEER's obligations or OWNER's
rights under this Contract. OWNER shall notify ENGINEER in writing of any deficiency and provide
an opportunity for mutual investigation and resolution of the problem prior to pursuit of any judicial
remedy. In any case, this provision shall in no way limit the judicial remedies available to OWNER
under applicable state or federal law.
d. By this Contract, OWNER does not consent to litigation or suit,and 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. This release shall survive the termination and/or
expiration of this Contract.
6. The First Amendment shall be amended to included the following terms and conditions:
a. Termination of Contract for Cause. If, through any cause, ENGINEER shall fail to fulfill in a timely and
proper manner his/her obligations under this Contract, or if ENGINEER shall violate any of the covenants,
agreements, or stipulations of this Contract, OWNER shall thereupon have the right to terminate this
Contract by giving written notice to ENGINEER of such termination and specifying the effective date
thereof, at least five days before the effective date of such termination. In such event, all finished or
unfinished documents,data,studies,surveys,drawings,maps,models,photographs and reports prepared by
ENGINEER under this Contract shall,at the option of OWNER,become its property and ENGINEER shall
be entitled to receive just and equitable compensation for any work satisfactorily completed hereunder.
However,no final payment will be made until all work product referenced above and requested by OWNER
is tendered to OWNER.
Notwithstanding the above,ENGINEER shall not be relieved of liability to OWNER for damages sustained
by OWNER by virtue of any breach of the Contract by ENGINEER, and OWNER may withhold any
payments to ENGINEER for the purpose of set-off until such time as the exact amount of damages due
OWNER from ENGINEER is determined.
b. Termination for Convenience of OWNER. OWNER may terminate this Contract at any time by giving at
least ten (10)days notice in writing to ENGINEER. If the Contract is terminated by OWNER as provided
herein,ENGINEER will be paid for the time provided and expenses incurred up to the termination date. If
Page 5 of 8 Pages
(Exhibit J—Special Provisions)
this Contract is terminated due to the fault of ENGINEER,Paragraph 1 hereof relative to termination shall
apply.
c. Changes. OWNER may, from time to time, request changes in the scope of the services of ENGINEER to
be performed hereunder. Such changes, including any increase or decrease in the amount of ENGINEER's
compensation, which are mutually agreed upon by and between OWNER and ENGINEER, shall be
incorporated in written amendments to this Contract.
d. Personnel.
1. ENGINEER represents that it has, or will secure at his own expense, all personnel required in
performing the services under this Contract. Such personnel shall not be employees of or have any
contractual relationship with OWNER.
2. All of the services required hereunder will be performed by ENGINEER or under its supervision
and all personnel engaged in the work shall be fully qualified and shall be authorized or permitted
under State and local law to perform such services.
3. None of the work or services covered by this Contract shall be subcontracted without the prior
written approval of OWNER. Any work or services subcontracted hereunder shall be specified by
written contract or agreement and shall be subject to each provision of this Contract.
e. Assignability. ENGINEER shall not assign any interest on this Contract, and shall not transfer any interest
in the same (whether by assignment or novation), without the prior written consent of OWNER thereto;
provided, however, that claims for money by ENGINEER from OWNER under this Contract may be
assigned to a bank,trust company,or other financial institution without such approval.Written notice of any
such assignment or transfer shall be furnished promptly to OWNER. ENGINEER may not sell or assign all
or part interest in this Contract to another party or parties without the prior express written approval of
OWNER Manager of such sale or assignment. For any other assignment,OWNER may require any records
or financial statements necessary in its opinion to ensure such sale or assignment will be in the best interest
of OWNER.
f. Reports and Information. ENGINEER, at such times and in such forms as OWNER may require, shall
furnish OWNER such periodic reports as it may request pertaining to the work or services undertaken
pursuant to this Contract, the costs and obligations incurred or to be incurred in connection therewith, and
any other matters covered by this Contract.
g. Records and Audits. ENGINEER shall insure that OWNER maintains fiscal records and supporting
documentation for all expenditures of funds made under this contract in a manner that conforms to OMS
Circular A-87,Section 570.490 of the Regulations.and this Contract. Such records must include data on the
racial, ethnic, and gender characteristics of persons who are applicants for,participants in,or beneficiaries
of the funds provided under this Contract. OWNER shall retain such records, and any supporting
documentation. for the greater of three years from closeout of the Contract or the period required by other
applicable laws and regulations.
h. Findings Confidential. All of the reports, information, data, etc., prepared or assembled by ENGINEER
under this contract are confidential and ENGINEER agrees that they shall not be made available to any
individual or organization without the prior written approval of OWNER.
i. Copyright. No report, maps, or other documents produced in whole or in part under this Contract shall be
the subject of an application for copyright by or on behalf of ENGINEER.
j. Compliance with Local Laws. ENGINEER shall comply with all applicable laws, ordinances and codes of
the State and local governments, and ENGINEER shall save OWNER harmless with respect to any
damages arising from any tort done in performing any of the work embraced by this Contract.
k. Equal Employment Opportunity.During the performance of this Contract,ENGINEER agrees as follows:
Page 6 of 8 Pages
(Exhibit J—Special Provisions)
1. ENGINEER will not discriminate against any employee or applicant for employment because of
race, creed, sex, color, handicap or national origin. ENGINEER will take affirmative action to
ensure that applicants are employed, and that employees are treated during employment, without
regard to their race, creed, sex, color, handicap or national origin. Such action shall include, but
not be limited to, the following: Employment, upgrading, demotion, or transfer; recruitment or
recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and
selection for training, including apprenticeship.ENGINEER agrees to post in conspicuous places.
available to employees and applicants for employment,notices to be provided by OWNER setting
forth the provisions of this non-discrimination clause.
2. ENGINEER will, in all solicitation or advertisements for employees placed by or on behalf of
ENGINEER, state that all qualified applicants will receive consideration for employment without
regard to race,creed,color,sex,handicap or national original.
3. ENGINEER will cause the foregoing provisions to be inserted in all subcontracts for any work
covered by this Contract so that such provisions will be binding upon each subcontractor,provided
that the foregoing provisions shall not apply to contracts or subcontracts for standard commercial
supplies or raw materials.
4. ENGINEER will include the provisions a. through c.in every subcontract or purchase order unless
exempted.
1. Civil Rights Act of 1964.Under Title VI of the Civil Rights Act of 1964,no person shall,on the grounds of
race, color,or national origin,be excluded from participation in, be denied the benefits of,or be subjected
to discrimination under any program or activity receiving Federal financial assistance.
m. Section 109 of the Housing and Community Development Act of 1974. No person in the United States
shall on the ground of race, color, national origin, or sex be excluded from participation in, be denied the
benefits of,or be subjected to discrimination under any program or activity funded in whole or in part with
funds made available under this title.
n. "Section 3"Compliance in the Provision of Training,Employment and Business Opportunities.
1. The work to be performed under this contract is on a project assisted under a program providing
direct Federal financial assistance from the Office of Housing and Urban Development and is
subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as
amended, 12 U.S.C. 1701 u. Section 3 requires that to the greatest extent feasible opportunities for
training and employment be given lower income residents of the project area and contracts for
work in connection with the project be awarded to business concerns that are located in,or owned
in substantial part by persons residing in the area of the project.
2. The parties to this contract will comply with the provisions of said Section 3 and the regulations
issued pursuant thereto by the Secretary of Housing and Urban Development set forth n 24 C.F.R.
235, and all applicable rules and orders of TxCDBG issued thereunder prior to the execution of
this Contract. The parties to this Contract certify and agree that they are under no contractual or
other disability that would prevent them from complying with these requirements.
3. ENGINEER will include this Section 3 clause in every subcontract for work in connection with the
project and will, at the direction of the applicant for or recipient of Federal financial assistance,
take appropriate action pursuant to the subcontract upon a finding that the subcontractor is in
violation of regulations issued by the Secretary of Housing and Urban Development, 24 C.F.R.
Part 135. ENGINEER will not subcontract with any subcontractor where it has notice or
knowledge that the latter has been found in violation of regulations under 24 C.F.R. Part 135 and
will not let any subcontract unless the subcontractor has first provided it with a preliminary
statement of ability to comply with the requirements of these regulations.
Page 7 of 8 Pages
(Exhibit J—Special Provisions)
o. Section 503 Handicapped(if$2.500 or Over)Affirmative Action for Handicapped Workers
1. ENGINEER will not discriminate against any employee or applicant for employment because of
physical or mental handicap in regard to any position for which the employee or applicant for
employment is qualified. ENGINEER agrees to take affirmative action to employ, advance in
employment and otherwise treat qualified handicapped individuals without discrimination based
upon their physical or mental handicap in all employment practices such as the following:
Employment,upgrading,demotion or transfer,recruitment,advertising,layoff or termination,rates
of pay or other forms of compensation,and selection for training,including apprenticeship.
2. ENGINEER agrees to comply with the rules, regulations, and relevant orders of the Secretary of
Labor issued pursuant to the Act.
3. In the event of ENGINEER's non-compliance with the requirements of this clause,actions for non-
compliance may be taken in accordance with the rules, regulations, and relevant orders of the
Secretary of Labor issued pursuant to the Act.
4. ENGINEER will include the provisions of this clause in every subcontract or purchase order of
$2,500 or more unless exempted by rules,regulations,or orders of the Secretary issued pursuant to
Section 503 of the Act, so that such provisions will be binding upon each subcontractor with
respect to any subcontract or purchase order as the Director of the Office of Federal Contract
Compliance Programs may direct to enforce such provisions,including action for non-compliance.
p. Interest of Members of OWNER. No member of the governing body of OWNER and no other officer,
employee, or agent of OWNER, who exercises any functions or responsibilities in connection with the
planning and carrying out of the program, shall have any personal financial interest, direct or indirect, in
this Contract.And ENGINEER shall take appropriate steps to assure compliance.
q. Interest of Other Local Public Officials.No member of the governing body of OWNER and no other public
official of such OWNER, who exercises any functions or responsibilities in connection with the planning
and carrying out of the program, shall have any personal financial interest, direct or indirect, in this
Contract;and ENGINEER shall take appropriate steps to assure compliance.
r. Interest of Firm and Employees. ENGINEER covenants that he/she presently has no interest and shall not
acquire interest, director indirect, in the study area or any parcels therein or any other interest which would
conflict in any manner or degree with the performance of his/her services hereunder. ENGINEER further
covenants that in the performance of this Contract,no person having any such interest shall be employed.
Page 8 of 8 Pages
(Exhibit J—Special Provisions)
This is EXHIBIT K, consisting of 2 pages, referred to in and
part of the First Amendment between OW EI�r,,a�nd
ENGINEER for Professional Services dated '� , d/`(
Initial:
OWNER
ENGINEER
ENGINEER AGREES TO AND SHALL INDEMNIFY AND OLD
HARMLESS AND DEFEND THE OWNER, ITS OFFICERS,
AGENTS, AND EMPLOYEES (HEREINAFTER REFERRED TO
AS THE "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, ARISING OUT OF, OR IN
CONNECTION WITH THE WORK DONE BY ENGINEER
UNDER THIS CONTRACT CAUSED BY THE SOLE OR JOINT
NEGLIGENCE OF ENGINEER. IT IS THE EXPRESSED
INTENTION OF THE PARTIES HERETO, BOTH ENGINEER
AND THE OWNER, THAT THE INDEMNITY PROVIDED FOR IN
THIS PARAGRAPH IS INDEMNITY BY ENGINEER TO
INDEMNIFY AND PROTECT THE OWNER FROM THE
CONSEQUENCES OF ENGINEER'S OWN NEGLIGENCE,
WHETHER THAT NEGLIGENCE IS THE SOLE OR A
CONCURRING CAUSE OF THE RESULTING INJURY, DEATH
OR DAMAGE. SUCH INDEMNITY SHALL NOT APPLY,
HOWEVER, TO LIABILITY ARISING FROM THE PERSONAL
INJURY, DEATH, OR PROPERTY DAMAGE OF PERSONS THAT
IS CAUSED BY OR RESULTS FROM THE NEGLIGENCE OF
THE OWNER. IN THE EVENT THAT ANY ACTION OR
PROCEEDING IS BROUGHT AGAINST THE OWNER FROM
WHICH THE OWNER IS INDEMNIFIED, ENGINEER FURTHER
AGREES AND COVENANTS TO DEFEND THE ACTION OR
PROCEEDING BY LEGAL COUNSEL ACCEPTABLE TO THE
OWNER. THE INDEMNITY PROVIDED FOR IN THIS EXHIBIT
K SHALL SURVIVE THE TERMINATION OR EXPIRATION OF
THIS AGREEMENT.
Page 1 of 2 Pages
(Exhibit K-Indemnification)
By this First Amendment, 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 First Amendment.
Page 2 of 2 Pages
(Exhibit K-Indemnification)
Orig. Dept.: File/I.D.No.:
INSTRUCTION: ENTITIES USING AN ASSUMED NAME SHOULD DISCLOSE SUCH FACT TO AVOID
REJECTION OF THE AFFIDAVIT. THE FOLLOWING FORMAT IS RECOMMENDED:
CORPORATE/LEGAL NAME DBA ASSUMED NAME.
STATE OF`re tq s §
§ AFFIDAVIT OF OWNERSHIP OR CONTROL
COUNTY OF §
BEFORE ME, the undersigned authority, on this day personally appeared
SAMts ayaiJ l Z )ApJ [FULL NAME] (hereinafter "Affiant"),
STATE TITLE/CAPACITY WITH
CONTRACTING ENTITY] of SoNfic s e+ r C . [CONTRACTING
ENTITY'S CORPORATE/LEGAL NAME] ("Contracting Entity"), who being by me duly sworn on
oath stated as follows:
1. Affiant is authorized to give this affidavit and has personal knowledge of
the facts and matters herein stated.
2. Contracting Entity seeks to do business with the City in connection with
Clad ar &gad ?ad L.S. EXQQ2SiOn [DESCRIBE PROJECT
OR MATTER hich is expected to be in an amount that exceeds$50,000.
3. The following information is submitted in connection with the proposal,
submission or bid of Contracting Entity in connection with the above
described project or matter.
4. Contracting Entity is organized as a business entity as noted below (check
box as applicable).
FOR PROFIT ENTITY: NON-PROFIT ENTITY:
[] SOLE PROPRIETORSHIP []NON-PROFIT CORPORATION
N CORPORATION [] UNINCORPORATED ASSN.
[] PARTNERSHIP
[] LIMITED PARTNERSHIP
[] JOINT VENTURE
[] LIMITED LIABILITY COMPANY
[] OTHER(Specify type in space below):
5. The information shown below is true and correct for the Contracting
Entity and all owners of 5% or more of the Contracting Entity and, where
the Contracting Entity is a non-profit entity, the required information has
been shown for each officer. [NOTE: IN ALL CASES, USE FULL NAMES,
LOCAL BUSINESS AND RESIDENCE ADDRESSES AND TELEPHONE
Affidavit of Ownership or Control,Page 1
Orig.Dept.: File/I.D.No.:
NUMBERS. DO NOT USE POST OFFICE BOXES FOR ANY ADDRESS.
INCLUSION OF E-MAIL ADDRESSES IS OPTIONAL, BUT RECOMMENDED.
ATTACH ADDITIONAL SHEETS AS NEEDED.]
Contracting Entity II
Name: (V ll4
Business Address [NO./STREET]
[CITY/STATE/ZIP CODE]
Telephone Number ( )
Email Address [OPTIONAL]
Residence Address [NO./STREET]
[CITY/STATE/ZIP CODE]
Telephone Number [OPTIONAL] ( )
Email Address [OPTIONAL]
5% or More Owner(s)/Officers of Non-Profit Corporation
(IF NONE,STATE"NONE.")
Name: N(P
Business Address [NO./STREET]
[CITY/STATE/ZIP CODE]
Telephone Number ( )
Email Address [OPTIONAL]
Residence Address [NO./STREET]
[CITY/STATE/ZIP CODE]
Telephone Number [OPTIONAL] ( )
Email Address [OPTIONAL]
6. Optional Information
Contracting Entity and/or
►�I [NAME OF
Affidavit of Ownership or Control,Page 2
Orig. Dept.: File/I.D.No.:
OWNER OR NON-PROFIT OFFICER] is actively protesting, challenging or
appealing t e accuracy and/or amount of taxes levied against
N ft [CONTRACTING ENTITY,
OWNER OR NON-PROFIT OFFICER] as follows:
Name of Debtor:
Type of Debt:
Account Nos.:
Case or File Nos.:
Attorney/Agent Name:
Attorney/Agent Phone No.:
Delinquent Years/Months:
Status of Appeal [DESCRIBE]:
Affiant certifies that he or she is duly authorized to submit the above information on
behalf of the Contracting Entity, that Affiant is associated with the Contracting Entity in the
capacity noted above and has personal knowledge of the accuracy of the ' ormation provided
herein, and that the information provided herein is true and orrect to ,e best of Affiant's
knowledge and belief.
IP- ,r i
• to
gy�pp..
SWORN TO AND SUBSCRIBED before me thiso(0 day of , 20A.
(Seal)
,_Ltt,�, HOLLY ROGSTAO BOYTER ,� aeo____. (6.4.,.., .,, ublic
STAVE OF TEXAS No MR in and State of
,T My Conn.Exp.Od.13,2014 '�P,�LC S
NOTE:
This affidavit constitutes a government record as defined by Section 37.01 of the Texas Penal
Code. Submission of a false government record is punishable as provided in Section 37.10 of the
Texas Penal Code.
Attach additional pages if needed to supply the required names and addresses.
R:\Karen\Files\Contracts\Affidiavit of Ownership or Control doc
Affidavit of Ownership or Control,Page 3