Ordinance No. 14,383ORDINANCE NO. 14,383
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS,
AUTHORIZING A PROFESSIONAL SERVICES AGREEMENT WITH JOHNSTON,
LLC, FOR THE FACILITY MASTER PLAN PROJECT; AUTHORIZING PAYMENT
BY THE CITY OF BAYTOWN IN AN AMOUNT NOT TO EXCEED THREE
HUNDRED FIFTY THOUSAND THREE HUNDRED TEN AND NO. 100 DOLLARS
($350,310.00); MAKING OTHER PROVISIONS RELATED THERETO; AND
PROVIDING FOR THE EFFECTIVE DATE THEREOF.
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BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS:
Section 1: That the City Council of the City of Baytown, Texas, hereby authorizes and
directs the City Manager to execute and the City Clerk to attest to a Professional Services Agreement with
Johnston, LLC, for the Facility Master Plan Project A copy of said agreement is attached hereto as
Exhibit "A" and incorporated herein for all intents and purposes.
Section 2: That the City Council of the City of Baytown authorizes payment to Johnston,
LLC, in an amount not to exceed THREE HUNDRED FIFTY THOUSAND THREE HUNDRED TEN
AND NO:100 DOLLARS ($350,310.00) for professional services in accordance with the agreement
authorized in Section 1 hereinabove.
Section 3: That the City Manager is hereby granted general authority to approve a decrease
or an increase in costs by FIFTY THOUSAND AND NOI100 DOLLARS ($50,000.00) or less, provided
that the amount authorized in Section 2 hereof may not be increased by more than twenty-five percent
(25° 0)•
Section 4: This ordinance shall take effect immediately from and after its passage by the
City Council of the City of Baytown.
INTRODUCED, READ and PASSED by the affirmative vote of the City Council of the City of
Baytown this the 14"' day of May, 2020.
RANDON C ETIL O, Ma or
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LETICIA BRYSCH, City erk �� O,°•°°• •°�% rF
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APPROVED AS TO FORM:OF
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L. HORNER, Interim City Attorney
cobfs0l legal Karen Files City Council Ordinances\2020 January 9 KtmleyHornPSA4UtilitiesforBaytownHotelandConventionCenterProject.doc
Exhibit "A"
AGREEMENT FOR CONSULTING SERVICES
STATE OF TEXAS
COUNTY OF HARRIS
This Agreement (this "Agreement") entered into by and between Johnston, LLC(hereinafter
"Consultant") and the City of Baytown, a home -rule municipality located in Harris and
Chambers Counties, Texas (the "City").
1. Scope of Services/Consultant Fees
This Agreement authorizes Consultant to perform Professional services for the Facility Master
Plan Project (the "Work") for and on behalf of the City. The scope of the Work is detailed in
Exhibit "A." The compensation and professional fees for Consultant and its subconsultants is
more particularly described in Exhibit "B" and shall not exceed THREE HUNDRED FIFTY
THOUSAND THREE HUNDRED TEN and NO/100 DOLLARS ($350,310.00). The time
schedules for the Work are specified in Exhibit "C." Each of these Exhibits "A" through "C" are
incorporated into this Agreement by reference for all purposes.
2. Compensation and Professional Fees
a. The City shall pay Consultant in installments based upon monthly progress
reports and detailed invoices submitted by the Consultant based upon the
following:
1. Basic Services (Lump Sum).............................................................$350,310.00
2. Additional Services (Lump Sum)..............................................................$0.00
(These services require independent and specific advance, written authorization)
3. Bid Phase Services (Hourly Not to Exceed)...............................................$0.00
4. Construction Phase Services (Hourly Not to Exceed)................................$0.00
5. Reimbursable Expenses (Not to Exceed)....................................................$0.00
6. Total................................................................................................$350,310.00
b. For an agreed contract amount identified as "Lump Sum," "Not to Exceed" and
"Reimbursable," Consultant shall not exceed the fixed contractual amount without
written authorization in the form of a Contract amendment.
C. Reimbursable Expenses, as shown in Exhibit "B" are itemized by work category.
Reimbursable Expenses shall be invoiced AT COST, without subsequent markup
by Consultant. All invoices containing a request for Reimbursable Expenses shall
include copies of the original expense receipts itemized per allowable category.
(1) Allowable reimbursable Expenses include:
(a) Hard copy reproductions, copies, and/or binding costs;
(b) Postage;
Agreement for Consulting Services. Page 1
(c) Mileage, for travel from Consultant's local office (within a 25 mile
radius) to meetings the City or job -site. Mileage shall be charged
at the current IRS rates;
(d) Travel Expenses, mileage from local office to State or federal
regulatory agency office beyond 100miles; and
(e) Lodging expenses for destinations beyond 100 miles from
Consultant's local office AND when business hours exceed eight
hours within one business day OR when Consultant's services
require more than one eight -hour day at the destination.
(2) Disallowed Expenses include travel expenses for professional expertise
traveling into the Greater Houston Area from Consultant's office outside
the Greater Houston Area.
d. Consultant shall invoice based upon total services actually completed during the
applicable month. Invoices shall be tendered no more often than once a month.
Consultant shall not invoice the City for services or expenses that were incurred
more than sixty (60) days before the date of the invoice. Failure to timely invoice
the City for services or expenses shall result in Consultant's invoice being denied.
e. In the event of a disputed or contested invoice, the City may withhold from
payment that portion so disputed or contested, and the undisputed portion will be
paid.
3. Personnel of Consultant
a. Consultant's Project Manager
Consultant shall designate Reggie Pugh, to serve as Project Manager for the Work
performed under this Agreement. Any change of Project Manager shall require
thirty days' advance written approval from the City's Representative.
b. Licensed and Registered Architects
Consultant shall keep a full-time registered architects licensed in the state of Texas
on staff and assigned to the Work for the duration of its performance of the Work.
C. Data on Consultant's Employees
Prior to commencement of the Work, Consultant shall forward to the City a
detailed resume of the personnel that will be assigned to the Work. Such
personnel shall include, but not be limited to, architects.
d. Rejection of Consultant's Employees
The City reserves the right to approve or reject from the Work any employees of
Consultant.
Agreement for Professional Services, Page 2
4. Designation and Duties of the City's Representative
a. The City's Director of Public Works and Engineering or his designee shall act as
the City's Representative.
b. The City's Representative shall use his best efforts to provide nonconfidential City
records for Consultant's usage on the Work and to provide access to City's
property and easements. However, the City does not guarantee the accuracy or
correctness of the documents so provided. Nothing contained herein shall be
construed to require the City to provide such records in any certain format. The
format in which the existing data and documentation will be provided shall be at
the sole discretion of the City.
Standards of Performance
a. Consultant shall perform all services under this Agreement with the care and skill
ordinarily used by members of Consultant's profession practicing under the same
or similar circumstances, time and locality.
Consultant shall be responsible for the technical accuracy of its services and
documents resulting therefrom, and the City shall not be responsible for discovering
deficiencies therein. Consultant shall correct such deficiencies without additional
compensation.
b. Codes and Standards
(1) All references to codes, standards, environmental regulations and/or
material specifications shall be to the latest revision, including all effective
supplements or addenda thereto, as of the date that the order for any
necessary equipment is made by the City or that the construction specified
is bid by the City.
(2) If any such equipment is specially manufactured, it shall be identified to
the City, and the Contractor and the Seller shall present sufficient data to
the City to support the design and the suitability of the equipment.
(3) All materials specified on any City project shall be in accordance with
City, ASTM, ACI, and AASHTO specifications, and with other recognized
standards. Proprietary material or other materials for which no generally
recognized standards exist may be used provided there has been at least
five years of proven experience in the field, and such satisfactory
documentation has been approved by the City's Representative.
(4) The Work shall be designed and furnished in accordance with the most
current codes and/or standards adopted by city, state, or federal
government or in general custom and usage by the profession and shall
Agreement for Professional Services, Page 3
comply Texas Department of Licensing and Regulation's rules and
regulations, including the Texas Accessibility Standards.
(5) The codes and standards used in the profession set forth minimum
requirements. These may be exceeded by the Contractor or Consultant if
superior methods are available for successful operation of equipment
and/or for the construction project on which the Work is performed. Any
alternative codes or regulations used shall have requirements that are
equivalent or better than those in the above listed codes and regulations.
Consultant shall state the alternative codes and regulations used.
(6) Consultant agrees the services it provides as an experienced and qualified
architect will reflect the professional standards, procedures and
performances common in the industry for this project. Consultant further
agrees that any analysis, reports, preparation of drawings, the designation
or selection of materials and equipment, the selection and supervision of
personnel and the performance of other services under this contract will be
pursuant to the standard of performance common in the profession.
(7) Consultant shall promptly correct any defective analysis caused by
Consultant at no cost to City. The City's approval, acceptance, use of or
payment for all or any part of Consultant's services hereunder or of the
Work itself shall in no way alter Consultant's obligations or the City's
rights under this Agreement. As applicable, Consultant shall provide the
City with record "as -built" drawings relating to the Work, in an electronic
format that is acceptable to the City. City shall be in receipt of record
drawings, if applicable, prior to final payment.
(8) Consultant has no control over the cost of labor, materials, equipment or
services furnished by others, other than its subconsultants. Data
projections and estimates are based upon Consultant's opinion based on
experience and judgment. Consultant cannot and does not guarantee that
actual costs and/or quantities realized will vary from the data projections
and estimates prepared by Consultant.
(9) Consultant shall submit all final construction documents in both hard copy
and electronic format. Plans shall be AutoCAD compatible and all other
documents shall be Microsoft Office compatible. The software versions
used shall be compatible to current City standards. Other support
documents for example structural calculations, drainage reports and
geotechnical reports, shall be submitted in hard copy only. All Record
Drawings electronic files shall be submitted to the City in PDFiTIF format.
6. Schedule
Consultant shall not proceed with the Work or any stage thereof until written notice to proceed is
provided by the City's Representative.
Agreement for Professional Services, Page 4
7. Instruments of Service
Upon execution of this Agreement, Consultant grants to the City an ownership interest in the
Instruments of Service. Consultant shall obtain similar interests from the City and Consultant's
consultants consistent with this Agreement. As noted in Articles 5 & 11, Consultant shall be
required to tender to City all Instruments of Service. With such ownership interest, it is expressly
understood by the parties hereto that the City may use the Instruments of Service for any purposes
which the City sees fit, including, but not limited to, subsequent construction, reconstruction,
alteration, and/or repairs of the Project. As a condition to the City's use of the Instruments of
Service, the City hereby expressly agrees to remove Consultant's name and all references to
Consultant and its consultants from the Documents. Provided that this Agreement is not
terminated for cause by the City, the City shall release any and all claims which the City could
make arising out of or in connection with any reuse of the documents by the City.
8. Insurance
Consultant shall procure and maintain at its sole cost and expense for the duration of the
Agreement, insurance against claims for injuries to person or damages to property which may
arise from or in connection with the performance of the Work hereunder by Consultant, its
agents, representatives, volunteers, employees or subconsultants.
a. Consultant's insurance coverage shall be primary insurance with respect to the
City, its officials, employees and agents. Any insurance or self-insurance
maintained by the City, its officials, employees or agents shall be considered in
excess of Consultant's insurance and shall not contribute to it. Further, Consultant
shall include all subconsultants, agents and assigns as additional insureds under its
policy or shall furnish separate certificates and endorsements for each such person
or entity. All coverages for subconsultants and assigns shall be subject to all of
the requirements stated herein.
The following is a list of standard insurance policies along with their respective
minimum coverage amounts required in this Agreement:
Commercial General Liability
■ General Aggregate: $2,000,000
■ Products & Completed Operations Aggregate: $2,000,000
■ Personal & Advertising Injury: $1,000,000
■ Per Occurrence: $1,000,000
■ Fire Damage $500,000
■ Waiver of Subrogation required.
■ Coverage shall be broad form.
■ No coverage shall be deleted from standard policy without
notification of individual exclusions being attached for review and
acceptance.
2. Business Automobile Policy
■ Combined Single Limits: $1,000,000
Agreement for Professional Services. Page 5
■ Coverage for "Any Auto"
■ Waiver of Subrogation required.
Errors and Omissions
■ Limit: $1,000,000 for this project.
■ For all architects, engineers, and/or design companies
■ Claims -made form is acceptable
■ Coverage will be in force for one (1) year after completion of the
Project.
■ Waiver of Subrogation required.
4. Workers' Compensation
■ Statutory Limits
■ Employer's Liability $500,000
■ Waiver of Subrogation required.
b. The following shall be applicable to all policies of insurance required herein.
1. Insurance carrier for all liability policies must have an A.M. Best Rating
of ANIII or better.
Only insurance carriers licensed and admitted to do business in the State
of Texas will be accepted.
Liability policies must be on occurrence form. Errors and Omissions can
be on claims -made form.
4. Each insurance policy shall be endorsed to state that coverage shall not be
suspended, voided, canceled or reduced in coverage or in limits except
after thirty (30) days' prior written notice by certified mail, return receipt
requested, has been given to the City.
5. The City, its officers, agents and employees are to be added as Additional
Insureds to all liability policies, with the exception of the Workers
Compensation and Errors and Omissions Policies required herein.
6. Upon request and without cost to the City, certified copies of all insurance
polices and/or certificates of insurance shall be furnished to the City.
7. Upon request and without cost to the City, loss runs (claims listing) of any
and/or all insurance coverages shall be furnished to the City.
All insurance required herein shall be secured and maintained in a
company or companies satisfactory to the City, and shall be carried in the
name of Consultant. Consultant shall provide copies of insurance policies
Agreement for Professional Services, Page 6
and endorsements required hereunder to the City on or before the
effective date of this Agreement.
9. Indemnification and Release
CONSULTANT AGREES TO AND SHALL INDEMNIFY AND
HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS,
AGENTS, AND EMPLOYEES (HEREINAFTER REFERRED TO AS
THE "CITY") FROM AND AGAINST ANY AND ALL CLAIMS,
LOSSES, DAMAGES, CAUSES OF ACTION, SUITS AND
LIABILITY OF EVERY KIND, INCLUDING ALL EXPENSES OF
LITIGATION, COURT COSTS, AND ATTORNEY'S FEES, FOR
INJURY TO OR DEATH OF ANY PERSON, FOR DAMAGE TO
ANY PROPERTY OR FOR ANY BREACH OF CONTRACT TO
THE EXTENT ARISING OUT OF OR IN CONNECTION WITH AN
ACT OF NEGLIGENCE, INTENTIONAL TORT, INTELLECTUAL
PROPERTY INFRINGEMENT, OR FAILURE TO PAY A
SUBCONTRACTOR OR SUPPLIER COMMITTED BY THE
PROFESSIONAL OR THE CONSULTANT'S AGENT,
CONSULTANT UNDER CONTRACT, OR ANOTHER ENTITY
OVER WHICH THE CONSULTANT EXERCISES CONTROL
(COLLECTIVELY CONSULTANT'S PARTIES). IT IS THE
EXPRESSED INTENTION OF THE PARTIES HERETO, BOTH
CONSULTANT AND THE CITY, THAT THE INDEMNITY
PROVIDED FOR IN THIS PARAGRAPH IS INDEMNITY BY
CONSULTANT TO INDEMNIFY AND PROTECT THE CITY
FROM THE CONSEQUENCES OF CONSULTANT'S PARTIES'
OWN WILLFUL MISCONDUCT, JOINT OR SOLE NEGLIGENCE
AS WELL AS THE CONSULTANT'S PARTIES' INTENTIONAL
TORTS, INTELLECTUAL PROPERTY INFRINGEMENTS, AND
FAILURES TO MAKE PAYMENTS ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT. SUCH INDEMNITY
SHALL NOT APPLY, HOWEVER, TO LIABILITY ARISING FROM
THE PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE OF
PERSONS THAT IS CAUSED BY OR RESULTS FROM THE
NEGLIGENCE OF ANY PERSON OTHER THAN THE
CONSULTANT'S PARTIES. IN THE EVENT THAT ANY ACTION
OR PROCEEDING IS BROUGHT AGAINST THE CITY FROM
WHICH THE CITY IS INDEMNIFIED, CONSULTANT FURTHER
AGREES AND COVENANTS TO DEFEND THE ACTION OR
Agreement for Professional Services, Page 7
PROCEEDING BY LEGAL COUNSEL ACCEPTABLE TO THE
CITY. THE INDEMNITY PROVIDED HEREINABOVE SHALL
SURVIVE THE TERMINATION AND/OR EXPIRATION OF THIS
AGREEMENT.
By this Agreement, the City does not consent to litigation or suit, and the City
hereby expressly revokes any consent to litigation that it may have granted by the
terms of this Contract or any other contract or agreement, any charter, or
applicable state law. Nothing herein shall be construed so as to limit or waive the
City's sovereign immunity. Consultant assumes full responsibility for its services
performed hereunder and hereby releases, relinquishes and discharges the City, its
officers, agents, and employees from all claims, demands, and causes of action of
every kind and character, including the cost of defense thereof, for any injury to or
death of any person (whether they be either of the parties hereto, their employees,
or other third parties) and any loss of or damage to property (whether the property
be that of either of the parties hereto, their employees, or other third parties) that is
caused by or alleged to be caused by, arising out of, or in connection with
Consultant's services to be performed hereunder. This release shall apply with
respect to Consultant's services regardless of whether said claims, demands, and
causes of action are covered in whole or in part by insurance.
10. Subcontractors and Subconsultants
Consultant shall receive written approval of the City's Representative prior to the use of any
subcontractors or subconsultants. A copy of all proposed contracts with subconsultants and/or
subcontractors shall be given to the City before execution of such contracts.
11. Termination of Consultant
The City, besides all other rights or remedies it may have, shall have the right to terminate this
Agreement without cause upon ten (10) days' written notice from the City Manager to
Consultant of the City's election to do so. Furthermore, the City may immediately and without
notice terminate this Agreement if Consultant breaches this Agreement. A breach of this
Agreement shall include, but not be limited to, the following:
(a) failing to pay insurance premiums, liens, claims or other charges;
(b) failing to pay any payments due the city, state, or federal government from
Consultant or its principals, including, but not limited to, any taxes, fees,
assessments, liens, or any payments identified in this Agreement;
(c) the institution of voluntary or involuntary bankruptcy proceeding against
Consultant;
(d) the dissolution of Consultant;
(e) refusing or failing to prosecute the Work or any separable part, with the
diligence that will ensure its completion within the time specified in this
Agreement;
(f) failing to complete Work within the time period specified in this
Agreement; and/or
(g) the violation of any provision of this Agreement.
Agreement for Professional Services, Page 8
Upon delivery of any notice of termination required herein, Consultant shall discontinue all
services in connection with the performance of the Agreement. Within ten (10) days after receipt
of the notice of termination, Consultant shall submit a final statement showing in detail the
services satisfactorily performed and accepted and all other appropriate documentation required
herein for payment of services. At the same time that the final statement is tendered to the City,
Consultant shall also tender to the City's Representative all of Consultant's instruments of
service, including all drawings, special provisions, field survey notes, reports, estimates, and any
and all other documents or work project generated by Consultant under this Agreement, whether
complete or not, in an acceptable form and format together with all unused materials supplied by
the City. No final payment will be made until all such instruments of service and materials
supplied are so tendered.
If this Agreement is terminated for cause, Consultant shall be liable for any damage to the City
resulting therefrom. This liability includes any increased costs incurred by the City in
completing Consultant's services. The rights and remedies of the City in this section are in
addition to any other rights and remedies provided by law or under this Agreement.
12. Records
Within ten days of the City's request and at no cost to the City, the City will be entitled to review
and receive a copy of all documents that indicate work on the Project that is subject to this
Agreement.
13. Supervision of Consultant
Consultant is an independent contractor and the City neither reserves nor possesses any right to
control the details of the Work performed by Consultant under the terms of this Agreement.
14. Billing
The City shall have thirty (30) days to pay Consultant's invoices from the date of receipt of such
invoices and necessary backup information. All invoices must identify with specificity the work
or services performed and the date(s) of such work or services. In the event of a disputed or
contested invoice, the parties understand and agree that the City may withhold the portion so
contested, but the undisputed portion will be paid. Consultant shall invoice the City for work
performed no more than once a month and may not invoice the City for work not performed.
Invoices shall be received by the City no later than sixty calendar (60) days from the date
Consultant and/or its subconsultants perform the services or incur the expense. Failure by
Consultant to comply with this requirement shall result in Consultant's invoice being denied and
the City being relieved from any liability for payment of the late invoice.
15. Indebtedness.
If Consultant, at any time during the term of this Agreement, incurs a debt, as the word is defined
in section 2-662 of the Code of Ordinances of the City of Baytown, it shall immediately notify
the City's Director of Finance in writing. If the City's Director of Finance becomes aware that
Consultant has incurred a debt, the City's Director of Finance shall immediately notify
Consultant in writing. If Consultant does not pay the debt within 30 days of either such
notification, the City's Director of Finance may deduct funds in an amount equal to the debt
Agreement for Professional Services, Page 9
from any payments owed to Consultant under this Agreement, and Consultant waives any
recourse therefor.
16. No Boycott Israel.
Consultant agrees that it will not boycott Israel during the term of this Agreement. As used in
this section, "boycott Israel" means refusing to deal with, terminating business activities with, or
otherwise taking any action that is intended to penalize, inflict economic harm on, or limit
commercial relations specifically with Israel, or with a person or entity doing business in Israel
or in an Israeli -controlled territory, but does not include an action made for ordinary business
purposes.
17. Reputation in the Community
Consultant shall retain a high reputation in the community for providing professional
architectural services. Consultant shall forward a copy of any current petition or complaint in
any court of law which (a) asserts a claim for $50,000 or more for errors or omissions in
providing architectural services and/or (b) seeks to deny Consultant the right to practice
architecture or to perform any other services in the state of Texas.
18. Payroll and Basic Records
a. Consultant shall maintain payrolls and basic payroll records during the course of
the work performed under this Agreement and shall preserve them for a period of
three years from the completion of the work called for under this Agreement for
all personnel working on such work. Such records shall contain the name and
address of each such employee, social security number, correct classification,
hourly rates of wages paid, daily and weekly number of hours worked, deductions
made and actual wages paid.
b. Consultant shall make the records required to be maintained under the preceding
subsection (a) of this section available at no cost to the City for inspection,
copying or transcription or its authorized representatives within fifteen days of the
City's request therefor. Consultant shall permit such representatives to interview
Consultant's employees during working hours on the job.
19. Governing Law
This Agreement has been made under and shall be governed by the laws of the state of Texas.
The parties further agree that performance and all matters related thereto shall be in Harris
County, Texas.
20. Notices
Unless otherwise provided in this Agreement, any notice provided for or permitted to be given
must be in writing and delivered in person or by depositing same in the United States mail,
postpaid and registered or certified, and addressed to the party to be notified, with return receipt
requested, or by delivering the same to an officer of such party. Notice deposited in the mail as
described above shall be conclusively deemed to be effective, unless otherwise stated in this
Agreement, from and after the expiration of three (3) days after it is so deposited.
Agreement for Professional Services, Page 10
For the purpose of notice, the addresses of the parties shall be as follows unless properly changed
as provided for herein below:
For the City:
For Consultant:
CITY OF BAYTOWN
Attn: City Manager
P. O. Box 424
Baytown, Texas 77522-0424
Johnston, LLC
Attn: Melissa Wright
2603 Augusta Drive, Stuite 1500
Houston, Texas 710057
FAX: 713-532-9006
Each party shall have the right from time to time at any time to change its respective
address and each shall have the right to specify a new address, provided that at least fifteen (15)
days' written notice is given of such new address to the other party.
21. No Third Party Beneficiary
This Agreement shall not bestow any rights upon any third party, but rather, shall bind and
benefit Consultant and the City only.
22. No Right to Arbitration
Notwithstanding anything to the contrary contained in this Agreement, the City and Consultant
hereby agree that no claim or dispute between the City and Consultant arising out of or relating
to this Agreement shall be decided by any arbitration proceeding including, without limitation,
any proceeding under the Federal Arbitration Act (9 U.S.C. Sections 1-14), or any applicable
State arbitration statute, including, but not limited to, the Texas General Arbitration Act,
provided that in the event that the City is subjected to an arbitration proceeding notwithstanding
this provision, Consultant consents to be joined in the arbitration proceeding if Consultant's
presence is required or requested by the City of complete relief to be recorded in the arbitration
proceeding.
23. Waiver
No waiver by either party to this Agreement of any term or condition of this Agreement shall be
deemed or construed to be a waiver of any other term or condition or subsequent waiver of the
same term or condition.
24. Complete Agreement
This Agreement represents the entire and integrated agreement between the City and Consultant
in regard to the subject matter hereof and supersedes all prior negotiations, representations or
Agreement for Professional Services, Page 11
agreements, either whether written or oral, on the subject matter hereof. This Agreement may
only be amended by written instrument approved and executed by both of the parties. The City
and Consultant accept and agree to these terms.
25. No Assignment
Consultant may not sell or assign all or part interest in this Agreement to another party or parties
without the prior express written approval of the City Manager of such sale or assignment. The
City may require any records or financial statements necessary in its opinion to ensure such sale
or assignment will be in the best interest of the City.
26. Headings
The headings used in this Agreement are for general reference only and do not have special
significance.
27. Severability
All parties agree that should any provision of this Agreement be determined to be invalid or
unenforceable, such determination shall not affect any other term of this Agreement, which shall
continue in full force and effect.
28. Ambiguities
In the event of any ambiguity in any of the terms of this Agreement, it shall not be construed for
or against any party hereto on the basis that such party did or did not author the same.
29. Authority
The officers executing this Agreement on behalf of the parties hereby represent that such officers
have full authority to execute this Agreement and to bind the party he/she represents.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiple
copies, each of which shall be deemed to be an original, but all of which shall constitute but one
and the same Agreement on the day of , 20 , the
date of execution by the City Manager of the City of Baytown.
CITY OF BAYTOWN
RICHARD L. DAVIS, City Manager
ATTEST:
LETICIA BRYSCH, City Clerk
APPROVED AS TO FORM:
Agreement for Professional Services, Page 12
KAREN L. HORNER, Interim City Attorney
(Title)
STATE OF TEXAS §
COUNTY OF HARRIS §
Before me on this day personally appeared`'\ MN " , in his/her capacity
ason behalf of
such
F-f known to me;
❑ proved to me on the oath of ; or
❑ proved to me through his/her current
(description of identification card or other document issued by the federal
government or any state government that contains the photograph and signature of
the acknowledging person)
(check one)
to be the person whose name is subscribed to the foregoing instrument and acknowledged to me
that he/she executed the same for the purposes and consideration therein expressed.
SUBSCRIBED AND SWORN before me this \4 day of \ ,
?0 4\' .
Notary P is in and for the Stateeexas
IMAPM CAWAJAL
E�ResAm 20, 2M
''COBFS01\Legal'Karen'•.FileslF.ngineering\Engineering AgreementsTorms 2020\Agreement.doc
Apueement for Professional Services, Page 13
Exhibit "A"
PROJECT INFORMATION
The City of Baytown has 44 buildings spread throughout approximately 34 square miles. The objective of this
Master Plan is to provide the City of Baytown with the necessary information which will allow you to effectively
improve and maintain your building infrastructure with consideration to facility conditions, code compliance, use
of space and growth needs.
Baytown has identified eight (8) priority buildings of your 44 City buildings for Johnston to focus and has moved
six (6) buildings into a least priority classification. Taking this into account, we have taken steps to examine the
remaining 30 buildings to make best use of our time and resources for this scope of work and offer highest
impact for this Master Plan.
Johnston will provide the City a facility assessment of 30 buildings. As part of this assessment, deferred
maintenance items and other deficiencies will be identified. Once this facility assessment is complete, Johnston
will have the appropriate information to help develop Master Planning decisions. Johnston will work with your
staff to gain a deeper understanding of building use and operations to determine best use of space, gain
efficiencies and allow for future growth.
The priority eight (8) buildings will be the focus of the Master Plan:
1
City Hall
2401 N Market St
29,649 SF
2
Community Center
2407 Market St
40,821 SF
3
Health
220 W Defee St
21,756 SF
4
Municipal Courts
3120 N Main
15,530 SF
5
Public Works
2123 Market St
35,211 SF
6
Sterling Library
1 Library
49,726 SF
7
Traffic
2103 Market St
9,448 SF
8
Utility Billing
2505 Market St
4,320 SF
TOTAL
206,461 SF
The building assessment of the remaining 30 buildings (see table below) will include some level of assessment
including, but not limited to, exterior envelope, roof systems, American with Disabilities Act compliance, fire/life
safety code compliance, mechanical systems, plumbing systems, electrical systems and interior architecture
(ceilings, walls, floors), as it pertains to areas of concern such as water infiltration and mold.
9
BAWA Admin Building
7425 Thompson Rd
10
FS#1
4723 Garth
11
FS#2
2320 Market Street
12
FS#3
3311 Massey Tomkins
13
FS#4
910 E. Fa le St.
14
FS#5
7722 Bayway Dr.
15
FS #6
10166 Pinehurst Dr
16
FS #7
7215 Eastpoint Dr
17
Jail
3100 N Main
18
Police Academy
203 E Wye Dr
19
Police CVE / DOT
307 S Main
20
Angel Brothers
3300 N Main
21
Animal Services
705 N Robert Lanier
22
Ba land Marina
2651 Hwy 146
23
1 Community SVC / DARE
220 W Defee
24
EOC
205 E Wye St
25
Evergreen
1530 Evergreen Rd
26
Facilities Maintenance
COB Traffic Shop
27
McClemore SP OPS
3530 Market St
28
Mosquito Control
806 W Nazro St
29
Nature Center
6213 Bayway Dr
30
Wetlands
1724 Market St
31
Green Center
1601 W. Main
32
Gun Range
3307 McClean
33
Fire Administration
201 E Wye
34
NE District Plant Admin
Bldg
8808 Needlepoint Rd
35
Pirates Bay (buildings
only)
5300 East Rd
36
Radio Shop
2511 Cedar Bayou Rd
37
S Command Fire /
Para Admin Bldg
109 S Main
38
West District Plant
Admin Bldg
1510 1-10 East
The following are the buildinas not included in the Assessment
39
911 Communications
7800 N. Main St.
40
Calypso Water park
2428 W. Main St.
41
Central District Plant
1709 W Main St.
New Construction
42
East District Plant
3030 Ferry Rd
Not in operation
43
Parks Service Center
1210 Park St.
44
1 Police
1 3200 N. Main St.
Set for Demolition
Johnston will assist City of Baytown in developing a presentation on the Capital Improvement Plan and deferred
maintenance budget and schedule for consideration and funding, as well as recommendations for best use of
space to serve as a Master Plan.
SERVICES
The following professional services will be provided:
• Architecture
• Mechanical Engineering
• Electrical Engineering
• Plumbing Engineering
PROJECT ASSESSMENT
Johnston has developed this assessment into four tasks with associated schedules and deliverables to help you
reach your goal. This task list represents the order in which the different project objectives will be accomplished
for each building. Each building will have its own schedule depending on its priority. Johnston will meet with the
City of Baytown on an as needed basis to coordinate these tasks.
Phase One: Facility Assessment and Conditions Report
Task One — Facilities Priority Matrix
Johnston will meet with City of Baytown to discuss the goals and objectives of this assessment and any
concerns regarding the current state of the buildings, equipment, and operations. In this meeting(s),
Johnston will focus the discussions towards creating a facility priority matrix.
Johnston has begun this process through available drawings received and initial building intel with City
staff. Johnston will also review available work orders, maintenance logs, energy bills and closeout
documents provided to us by the City upon acceptance of this proposal. This information will be used to
further understand and familiarize our team with your buildings and the relation to master planning efforts.
Building specific condition assessment spreadsheets will be developed and continually updated as we
work through each building to evaluate their components and equipment. These notes will be used to
complete our narrative and assessments for each building.
Deliverables:
1. Meeting Notes
2. Facility Priority Matrix
a. Tier Building Classifications
b. Specific Deficiency Priorities
c. Initiation of Facility Conditions Index
Johnston will conduct field investigations based on the list of the buildings in the City established by the
Tier Building Classifications. Our team will walk with a City representative who is knowledgeable of the
buildings and equipment to provide access throughout the facility during each site investigation.
In our multiple site visits, Johnston will have architectural, mechanical, electrical, and plumbing teams
walk each building, by priority. We will photograph, document, and analyze data for the various systems.
After the initial walk, the architect will determine if a civil, structural, or waterproofing engineer is required
for additional review.
Deliverables:
1. Site Investigation Report for each building as completed (including photos and equipment
spreadsheets)
2. Monthly progress meeting (corresponding with site visit)
3. Continue to develop Facility Conditions Index
Johnston will analyze the equipment and building information gathered in Task Two to develop a building
assessment narrative with recommendations for each of the buildings. The narrative will be broken up
into six sections. The first section will be a general overview of the building and a description of the
systems in the building. This will include an executive summary with a list of the projects proposed for the
building. The second section will document the condition of the buildings and equipment. Pictures will be
referenced to show any maintenance/repair issues. Information will be included from data collected in
Task Two. The third section will include a list of all the equipment and building systems that require routine
maintenance. The recommended maintenance procedures from the manufacturers will be
included in this section. The fourth section of the building summary will be a design review of the systems
in the building. This will include, but will not be limited to, addressing temperature control issues in the
building, recommendations for improving energy efficiency, and a review of the materials used in the
construction of the building. In the fifth section of the narrative, the building and it's engineered systems
will be reviewed for code compliance. The code review will include, but is not limited to, comparing the
plans to the requirements of the American with Disabilities Act (ADA), and fire/life safety code. Some
examples of the review will be existing requirements for the building, wheelchair access to the buildings
and toilet rooms, fire sprinkler system requirements and exit sign placement.
The sixth, and final section of the narrative, will include the life -cycle costs analysis of the building
envelope (exterior walls and roof), air conditioning equipment, plumbing equipment, and electrical
equipment in the building. The life cycle cost analysis gives you an estimated time frame for replacing
equipment or building system and will help with budgeting in future years. The life cycle cost analysis for
all equipment replacements will be documented for the next ten years. The life -cycle cost analysis will
include the cost of the equipment or building system, installation, and an estimated escalation on those
costs based on the recommended time frame for replacement. This task represents a significant portion
of the overall assessment effort.
Johnston would request one (1) Council Workshops to brief Council on the progress of the facility
assessments.
4
Deliverables:
1. Building narratives for priority buildings
Johnston will develop a list of prioritized projects with associated costs utilizing the facility priority matrix.
We will develop a compiled draft report from the deliverables developed in Task Three to be reviewed for
comments by the City of Baytown. This report will include the following: executive summary overviewing
the assessment process, findings, deficiencies/repair recommendations, and cost estimates; building
narratives; cost analysis; building and project prioritization matrix; recommended Capital Improvement
Plan, which includes yearly prioritizations and budgets for a five year and a ten year look ahead;
recommended maintenance schedule. Once all comments have been addressed, we will provide the final
facility conditions assessment report.
Deliverables:
1. Final facility condition assessment report
Phase Two: City Growth and Space Utilization Recommendations
Task One — Programming & Master Planning Assessment
Johnston will meet with City of Baytown on each of the eight (8) priority buildings to review current
facility operations and future anticipated growth of current departments. We will work with you to develop
a program for each facility to determine and/or better define the criteria necessary to develop a design
solution that will provide the best use of space and create operational efficiencies across multiple
locations.
Items Needed:
1. Meeting(s) with key facility users and stakeholders
2. Understanding of the activities or services provided in each facility
3. List of major equipment and any spatial adjacencies needed to support facility activities
Deliverables:
1. Meeting minutes
2. Functional program narrative outlining space requirements based on how services for each
building is to be provided, expanded, or eliminated by the proposed project
Using the information obtained in Task One above, Johnston will begin high level planning to confirm that
the stated program requirements can be accommodated within the spaces to be improved. Information
will also be used through the Facility Assessment Reports provided in Phase One.
Items Needed:
1. Functional Program Narrative
2. Existing facility drawings
Deliverables:
1. Meeting Minutes
2. Diagrammatic floor plans at 1/8" scale
Our team will use the data collected from Task One and Two above along with information from the
Facility Assessment Reports to make final recommendations based on current conditions, functional
program, and code requirements to provide solutions in the best interest of the City's dollars.
Deliverables:
1. Final report with recommendations
Johnston will work with your staff to develop a presentation for the City of Baytown, which outlines the
facility condition assessment methodology, findings, Capital Improvement Plan and Master Plan. The
presentation to City Council and staff will focus on describing how the recommended Capital
Improvement Plan priority list targets those projects and goals which meet the City's most critical building
facility needs first. The presentation will illustrate how this Capital Improvement Plan will have a
measurable impact on reducing the deferred maintenance backlog and create more predictable
maintenance costs. This proactive approach demonstrates the efficient use of City dollars to maintain
their building infrastructure. Additionally, it will identify a Master Plan for your building needs, use of space
and future growth.
Deliverables:
1. Facility Assessment and Master Plan presentation
All electronic files will be transmitted in PDF format via email.
Additional Services
The following services may be requested and authorized by City of Baytown in writing via an amendment to this
Agreement:
1. Windstorm requirements based on Texas Windstorm Insurance Association.
2. Current elevation data and surveys due to Flood Plain mapping.
3. Asbestos testing.
4. Testing and balancing.
5. Vertical Transportation assessment.
6. Civil Engineering services, should drainage be an issue.
7. Structural Engineering services, should a structural deficiency warrant further investigation.
Exhibit "B"
PROJECT: FACILITY MASTER PLAN
City of Baytown
Prepared By Johreton. LLC
Date Friday rd 24 2020
W10.00
SI 0 I e0 $14000 oct
SmorSenorSenior Designer Project
4 AchiEnginer Desgner I I
Support
1. Phase One
1,1
Facilities PriorityMatrix
80
160
90
E 35,000.00
1.2
SReImestigation
80
260
94
175
150
E 125,000.00
1.3
BuiHi Assessment Narratives20
40
15
33
45
73
E 20,310.00
1.4
licacility, Condition Assessment
80
210
15
33
45
E 115,000.00
Subtotal- Phase One
ISO
510
204
401
330
73
E 275,310.00
Hours 360 775 204 401 330 73
Salary Costs $75,600.00 $104,625.00 $48,93000 WAS5.00 $46,20000 $87607
SUBTOTAL • SALARIES: $350.310.00
DIR CT NON- eROREXPENSES
Documerd PriminglRepmductiorVAssembly
Travel Costs
$0 00
SUBTOTAL • DIRECT N014•LABOR EXPENSES: $0.00
SUBTOTAL: $350.310.00
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