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Ordinance No. 14,430ORDINANCE NO. 14,430 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS, AUTHORIZING A CONSULTING SERVICES AGREEMENT WITH ARKK ENGINEERS, LLC, FOR THE RW2002-BLUEBILL BAY AND ANGELFISH RD; RW2003-FAIRWAY DRIVE AND RW2004-SAVELL DRIVE STREETS PROJECT; AUTHORIZING PAYMENT BY THE CITY OF BAYTOWN IN AN AMOUNT NOT TO EXCEED FOUR HUNDRED NINETY-SEVEN THOUSAND NINE HUNDRED THIRTY-FIVE AND NOI100 DOLLARS ($497,935.00); MAKING OTHER PROVISIONS RELATED THERETO; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. ************************************************************************************* 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 Consulting Services Agreement with ARKK Engineers, LLC., for the RW2002-Bluebill Bay and Angelfish Rd; RW2003-Fairway Drive and RW2004-Savell Drive Streets 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 ARKK Engineers, LLC, in an amount not to exceed FOUR HUNDRED NINETY-SEVEN THOUSAND NINE HUNDRED THIRTY-FIVE AND NO1100 DOLLARS ($497,935.00) for consulting 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%). 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 of tive vote of the City uncil of the City of Baytown this the 251h day of June, 2020. BRANDON CAPETILLO, M yor ATT T: LETICIA BRYSCH, City CTeK 01 9901?1:1�7:�.`7 CII e]WGIin �;�- (�m L. HOMER, Interim City Attorney RAKarenTiles\City CouncihOrdinances\2020Uune 25WARKMA42020Streets.doc k .S T 67) Exhibit "A" AGREEMENT FOR CONSULTING SERVICES STATE OF TEXAS § COUNTY OF HARRIS § This Agreement (this "Agreement") entered into by and between ARKK Engineers, 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 engineering services for the reconstruction of the following streets: Project Bluebill Ba Bay Oaks Harbor Drive Bay Oaks Harbor Drive RW2002-Bluebill Bay & AngelFish Angel Fish Bay Oaks Harbor Drive Bay Oaks Harbor Drive RW-2003-FairwayDrive Fairway Drive Decker Drive Goose Creek Drive RW2004-Savell Drive Savell Drive Raccoon Drive Gulfway Drive (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 FOUR HUNDRED NINETY-SEVEN THOUSAND NINE HUNDRED THIRTY-FIVE AND NO/100 DOLLARS ($497,935.00). 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)..................................................................$405,018 2. Additional Services (Lump Sum)..............................................................$0.00 (These services require independent and specific advance, written authorization) 3. Bid Phase Services (Hourly Not to Exceed)........................................$6,762.00 4. Construction Phase Services (Hourly Not to Exceed)............................$84,655 5. Reimbursable Expenses (Not to Exceed).............................................$19500.00 6. Total.....................................................................................................$497,935 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 Agreement for Consulting Services, Page 1 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; (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 I00miles; 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 John Rudloff, P.E., 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/Engineers Consultant shall keep a full-time registered architects and/or engineers licensed in the State of Texas on staff and assigned to the Work for the duration of its performance of the Work. 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 Agreement for Professional Services, Page 2 personnel shall include, but not be limited to, architects and.for engineers as applicable. d. Rejection of Consultant's Employees The City reserves the right to approve or reject from the Work any employees of Consultant. q. 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. Notwithstanding the foregoing, Professional shall be entitled to use and rely upon information provided by the City in performing the services required under this Agreement only to the extent and level specified by the City in writing for each document provided. Nothing contained herein shall be construed to require the City to provide such records in any certain format. The format in which the existing data and documentation will be provided shall be at the sole discretion of the City. 5. Standards of Performance a. 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. Agreement for Professional Services, Page 3 (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 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/engineer 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. Agreement for Professional Services, Page 4 (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 PDF/TIF 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. 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: 1. Commercial General Liability ■ General Aggregate: $2,000,000 ■ Products & Completed Operations Aggregate: $2,000,000 Agreement for Professional Services, Page 5 ■ 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 ■ Coverage for "Any Auto" ■ Waiver of Subrogation required. 3. 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 Proj ect. ■ 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 A:VIII or better. 2. Only insurance carriers licensed and admitted to do business in the State of Texas will be accepted. 3. Liability policies must be on occurrence form. Errors and Omissions can be on claims -made form. 4. Each insurance policy shall be endorsed to state that coverage shall not be suspended, voided, canceled or reduced in coverage or in limits except after thirty (30) days' prior written notice by 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. Agreement for Professional Services, Page 6 6. Upon request and without cost to the City, certified copies of all insurance polices and/or certificates of insurance shall be furnished to the City. 7. Upon request and without cost to the City, loss runs (claims listing) of any and/or all insurance coverages shall be furnished to the City. 8. All insurance required herein shall be secured and maintained in a company or companies satisfactory to the City, and shall be carried in the name of Consultant. Consultant shall provide copies of insurance policies 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 Agreement for Professional Services, Page 7 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 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; Aareement for Professional Services, Page 8 (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. 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. Agreement for Professional Services, Page 9 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 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/engineering 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/engineering services and/or (b) seeks to deny Consultant the right to practice architecture/engineering 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. Agreement for Professional Services, Page 10 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. 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 ARKK Engineers, LLC Attn: Madhu, Kilambi P.E. 7322 Southwest Fwy, Ste. 1040 Houston, Texas 77074 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. No person or entity not a signatory to this Agreement shall be entitled to rely on Professional's performance of its services hereunder, and no right to assert a claim against Professional by assignment of indemnity rights or otherwise shall accrue to a third party as a result of this Agreement or the performance of Professional's services hereunder. 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 Agreement for Professional Services, Page 11 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 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. [Signature pages to follow] Agreement for Professional Services, Page 12 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. ATTEST: LETICIA BRYSCH, City Clerk APPROVED AS TO FORM: KAREN L. HORNER, Interim City Attorney STATE OF TEXAS § COUNTY OF HARRIS § CITY OF BAYTOWN RICHARD L. DAVIS, City Manager CONSULTANT: ARKK Engineers, LLC (Company Name) (Signature) M APHV 6I LA MBI (Printed Name) (Title) Before me on this day personally appeared MAD H V KI LA f-W in his/her capacity as 2 2 ► NG I PACE „ of 44" , ffe' of such Vknown to me; Agreement for Professional Services. Page 13 ❑ 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 Id? day of %T- one , 20,20 a` rry'�ti. DAVIDJANSSENFATTIG Notaryto#131233869 Notary Public in and for the State Texas My Commission Expires August 3, 2021 \\COBFSOI\Legal\Karen\Files\Engineering\Engmeering Agreements\Forms 2020\Agreement doc Agreement for Professional Services, Page 14 EXHIBIT "A" SCOPE OF SERVICES I. DESIGN PHASE A. Preliminary Design Phase (30% Submittal) • Conduct a kickoff meeting with the City of Baytown. • Employ and coordinate with project sub -consultants, to include geotechnical, surveying, and arborist. • Compile a list of design criteria/assumptions/exceptions for the Project for the Owner's review and approval, including, but not limited to: o Handling of structures/fences/landscaping/trees encroaching in the right-of- way; o Replacement of existing utilities within the right-of-way and those within three feet of the back of curb. o Developing paving options that include adjustments due to change in elevation, profile adjustments, driveways, intersections, manholes, or curb ramps, if applicable. o Upgrading City utilities that are not currently in compliance with City design criteria, or are within 3-feet of the back of curb; o Handling of mailboxes, sidewalks, landings, and retaining wall replacement; o Handing of through -the -curb drains, driveway culverts, and private irrigation systems within the right-of-way; • Obtain from the City available water, sanitary sewer, and storm sewer block maps, designated as-built/record drawings, LIDAR data, 0 & M records as part of the data collection efforts. • Request from private utility companies their available utility/maintenance schedules and locations as part of the data collection efforts. • Perform a site reconnaissance visit to the streets identified as part of the Project. • Assess potential right-of-way conflicts as well as compliance with design criteria developed above. The right-of-way conflict assessment is based on data gathered from the site visits and information provided by the City. A detailed right-of-way research study is not part of the scope of work for this project. • Coordinate with other eovernmental entities which may be impacted by the oroiect. • Coordinate with the City and apprise the City of ARKK's findings and analysis, and obtain input from the City. • Provide 30% submittal drawings for both of the construction packages, with cost estimates, to the City for review and comments. The 30% drawings will show the plan and profile of the existing topographic survey data, and will contain proposed street and drainage improvements in the plan view only. • Furnish an electronic copy of the 30% submittal to Owner within one hundred and eighty (180) calendar days of authorization to begin services. • Revise the 30% submittal in response to Owner's comments, as appropriate, and furnish one electronic copy of the final submittal within ten (10) calendar days upon receipt of review comments from the Owner. • The Engineer's services under the Preliminary Design Phase will be considered complete on the date when the final revised 30% submittal, with all the City comments addressed, is delivered to and accepted by the Owner. B. Final Design Phase • Prepare final design drawings for the proposed paving and drainage improvements for the reconstruction of the streets which constitute the Project, indicating the scope, extent, and character of the Work to be performed and furnished by the Contractor. Specifications will be prepared in conformance with the 16-Division format of the Construction Specifications Institute or other format desired by the Owner. • The design drawings and contract documents will be separated into two (2) bid packages: Concrete Street Reconstruction (Fairway Drive & Savell Drive) & Asphalt Street Reconstruction (Bluebill and Angelfish streets). • 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. • Advise Owner of any material adjustments to the opinion of probable construction cost and any material adjustments to the total project costs known to Engineer. • Perform and provide the following tasks or deliverables: o Prepare a Storm Water Pollution Prevention Plan for the project. o Prepare a Traffic Control Plan for the proposed improvements in accordance with the Texas Manual on Uniform Traffic Control Devices. o Prepare quantity takeoffs and an opinion of probable construction cost for the proposed improvements at the 60%, 90%, and 100% milestones. The deliverables for the 60% milestone shall include submittal of the plan and profile drawing sheets and 60% cost estimate. o The Contract Documents shall be submitted with the plans for both the 90% and 100% submittals. o Deliverables shall include construction documents submitted to the Owner at the 60%, 90% and 100% milestones for review, comments, and approvals. o Prepare project -specific construction notes, details, and technical specifications. o The standard detail sheets provided by the Owner for water, sewer, storm, paving, and typical cross sections shall be utilized and included in the project plans as appropriate. o Cause to be performed the following services: ■ Surveying: A topographic survey will be performed for each street segment. Approximate location of the rights -of -way will be shown on the plans based on found iron rods other topographical features. The topographic survey shall include a limit of 100 feet within the existing right-of-way in each direction for all intersecting side streets. The side street surveying efforts will assist to ascertain the existing drainage patterns. Further, the surveying fee is based on the premise that the Engineer will have survey control placed on the construction plans and the selected contractor will be responsible for construction staking. Right-of-way research is not part of the scope of services. In the event it is determined that the exact location of the right-of-way is needed for certain streets, ARKK Engineers will submit a separate proposal for providing such right-of-way research services for approval by the City. ■ Geotechnical Investigation: Geotechnical borings will be taken at approximately 500 feet spacing along the proposed improvements. This proposal is based on taking 15 bores at a depth of 10 to 15 deep for a total vertical footage of 170 feet. ■ Urban Forestry: Urban forestry services, including a tree protection plan, for the Project shall be provided in accordance with the attached proposal from C.N Koehl Urban Forestry Inc. ■ Environmental Investigation: As discussed with the City, a Phase I Environmental Site Assessment will not be performed for this project. ARKK Engineers can submit a separate proposal for providing such services if requested by the City. ■ TDLR Review: An ADA review shall be provided and plans shall be submitted to the TDLR. The Project will require plans to be reviewed in accordance with Texas Architectural Barriers Project Registration (TABPR) guidelines. ARKK will submit the drawings to a State licensed reviewer for review and approval. ARKK will prepare the TABPR application and estimate the review fee. ARKK will submit the completed application and a set of construction drawings to the reviewer for review and approval. ARKK will coordinate with the reviewer to address comments. Once all comments have been cleared, the Project will be registered with the Texas Department of Licensing and Regulations (TDLR). The application fee along with any review fees required by TDLR will be a subcontractor reimbursable fee and therefore, will be billed as such. ■ Reproduction: Reproduction of plans, reports, and specifications for review sets submittals to governmental agencies, and utility companies will be included in the cost for reproduction. All geometric design shall be in conformance with the applicable Owner standards, except where variances are permitted, and applicable TxDOT and Harris County standards. Consult with the Owner and affected utility companies to define and clarify the project requirements and available related data. o Meet and coordinate with the Owner, area stakeholders, utility owners, as needed to facilitate coordination and approval of the Construction Documents. o Prepare for and attend project progress meetings with the Owner. o Prepare for and attend one (1) public meeting with local residents and businesses. o The final Contract Documents will be supplied by the Owner. • Furnish one electronic copy of the 60% submittal to OWNER within ninety (90) calendar days of authorization to begin final design services and review the report with the Owner. • Furnish one electronic copy of the 90% submittal, including Bidding Documents, along with a revised opinion of probable Construction Cost to OWNER within sixty (60) calendar days of receipt of 60% submittal comments from Owner. • Revise the 90% submittal in response to Owner's and other parties' comments, as appropriate, and incorporate such revisions in the 100% Bidding Documents. • Furnish one electronic copy of the 100% Bidding Documents for review and approval by Owner, its legal counsel, and other advisors, as appropriate, review it with Owner, and assist Owner in the preparation of other related documents. • Revise the 100% Bidding Documents in response to Owner's and other parties' comments, as appropriate, and submit an electronic copy of the Bidding Documents and an updated opinion of probable Construction Cost to OWNER within thirty (30) calendar days of receipt of 90% submittal comments from Owner. • Submit final plans to subcontractor for TDRA plan review in accordance with State regulations. II. BID PHASE SERVICES • The project is anticipated to be bid in two (2) packages. Each task below will be performed for both phases of the work. • During the bidding phase, provide information to and answer questions from prospective bidders regarding the Project's construction documents. • Prepare project addendums as necessary. • Conduct a pre -bid conference for prospective bidders. • Prepare summary of pre -bid meeting minutes for the project and distribute to all prospective bidders. • Evaluate the bids and the qualifications of the apparent low bidder and advise the City as to the acceptability of the apparent low bidder. • Prepare a letter of recommendation to the City. III. CONSTRUCTION PHASE SERVICES 1. Construction Administration Services • The project is anticipated to be constructed in two (2) packages having two separate construction contracts. Each task below will be performed for both phases of the work. 0 Prepare a pre -construction agenda. • Conduct a pre -construction conference for the project. • Prepare summary of pre -construction meeting minutes for the project and distribute to all parties. • Review and respond accordingly to all submittals as required by the contract specifications. • Prepare change orders necessitated by field conditions. • Review the contractor's pay estimates and make payment recommendations to the City. • Visit the site at intervals appropriate to the various stages of construction to observe the progress and quality of executed work and to determine in general if such work is proceeding in accordance with the Contract Documents. • ARKK will not be responsible for the means, methods, techniques, sequences or procedures of construction selected by the Contractor(s) or the safety precautions and programs incident to the work of the Contractor(s). ARKK's effort will be directed toward providing a greater degree of confidence for the City that the completed work of Contractor(s) will conform to the Contract Documents, but ARKK will not be responsible for the failure of Contractor(s) to perform the work in accordance with the Contract Documents. During site visits and on the basis of on - site observations ARKK shall keep the City informed of the progress of the work, shall endeavor to guard the City against defects and deficiencies in such work and may disapprove or reject work failing to conform to the Contract Documents. • Attend progress meetings for the project if requested by the City. • Conduct a final inspection of the Project and assist in making a recommendation for Final Payment on the project. • Engineer shall provide one set of reproducible record plans based on the Contractor's provided red line marked up as -built drawings, and provide one electronic copy of the drawings on a CD. • Construction materials testing will be contracted through the Contractor, and payment for materials testing will be accomplished through an Allowance in the construction contract. City staff will be coordinating the material testing efforts. EXHIBIT "B" Fee Estimate 2020 Street Reconstruction PER Phase Sr. Project Senior Graduate Sr. CADD CADD Manager Designer Engineer EIT or Operator Summary HOURLY RATE : $ 184.00 $ 145.00 $ 115.00 $ 137.00 $ 95.0011 1. Coordination Prepare For and Attend 1 Public Meeting @60% 4 6 Project Planning and Scheduling 4 Total Coordination Hours 8 0 6 0 0 14 Total Coordination Engineering Fee $ 1,472 $ $ 690 $ $ $ 2,162 2. Data Collection Obtain and Review As -Built Drawings and GIS 4 4 Field Verity Existing Conditions (incl Photos) 6 8 Collect Public/Private Utility Information Total Data Collection Hours 10 4 8 0 0 22 Total Data Collection Engineering Fee $ 1,840 $ 580 $ 920 $ $ $ 3,340 3. Develop Design Criteria Create Existing Conditions Base Map 8 8 24 24 Identify / Define Problems and Develop Design Criteria g 1 g Total Design Criteria Hours 14 16 24 0 24 78 Total Design Criteria Engineering Fee $ 2,576 $ 2,320 $ 2,760 $ $ 2,280 $ 9,936 4. H&H Analysis Establish Proposed Drainage Areas 8 16 Prepare Drainage Calculations 16 Total Hydraulic / Site Plan Hours 24 0 16 0 0 40 Total Hydraulic / Site Plan Engineering Fee $ 4,416 $ $ 1,840 $ $ $ 6,256 5. Engineering Evaluation and Recommendations Comparative Analysis of Alternatives Develop and Recommend Drainage, Utility, Roadway Improve. 8 4 6 Develop and Recommend Required Utility Relocation 4 8 Determine and Recommend Required ROW/Easement Acquisition 2 Total Evaluation / Recomm Hours 14 1 12 6 0 0 32 Total Evaluation / Recomm Engineering Fee $ 2,576 1 $ 1,740 1 $ 690 $ $ $ 5.006 Fee Estimate 2020 Street Reconstruction PER Phase Sr. Project Senior I Graduate Sr. CADD CADD Manager Designer Engineer EIT Operator Operator Summary HOURLY RATE: $ 184.00 $ 145.00 $ 115.00 $ 137.00 $ 95.00 6. 30% Submittal Prepare Preliminary Plan Sheets (19 P&P's) 152 228 288 Prepare Preliminary Cost Estimates 8 12 8 Develop Preliminary Construction Phases 2 8 4 8 Prepare Specification Outline 4 Progress Meetings with City (4 meetings) 16 Internal QA / QC Review of Project 8 8 30% Submittal to City Incorporate Comments from City 8 8 8 Finalize 30% Submittal 4 8 5 Total PER Hours 202 252 16 8 317 796 Total PER Fee $ 37,168 $ 36,540 $ 1,840 $ 1,096 $ 30,115 $ 106,759 SUB -TOTAL FOR PER PHASE BASIC SERVICES: $ 133,459 Topographic Surveying $36,869 Geotechnical Investigation $13,640 Urban Forestry Services 3.773.00 SUB -TOTAL PRELIMINARY DESIGN PHASE 187,741.00 Fee Estimate 2020 Street Reconstruction Final Design and Bid Phase Sr. Project Senior Graduate Sr. CADD CADD Manager Designer Engineer EIT Operator Operator Summary HOURLY RATE : $ 184.00 $ 145.00 $ 115.00 $ 137.00 $ 95.00 1. Coordination and Data Collection Coordinate with Sub consultants 2 2 Coordinate with Private Utilities & governmental entities 4 4 24 16 Prepare For and Attend Public Meetings 4 8 8 Project Planning and Scheduling 4 Field Visits and Data Collection 4 12 12 Invoices & Office Assistance (N/C) 18 16 46 8 16 104 Subtotal Hours Subtotal Fee $ 3,312 $ 2,320 $ 5,290 $ 1,096 $ 1,520 E 13,538 2. Design - Construction Plans - Package 1 Cover Sheet with Vicinity Map 1 2 4 General Notes 2 4 6 Overall Map and Sheet Layout 1 4 8 Review and Insert Survey Control Map 1 (provided by Surveyor) 1 2 Review and Insert Survey Control Map 2 (provided by Surveyor) 1 2 Plan & Profile (14 sheets) 98 266 336 SWPPP Layout 1 4 8 8 SWPPP Layout 2 4 8 8 SWPPP Details 1 2 4 Review and include Tree Protection plans 2 2 2 Review and include City's Standard Water Details 2 1 2 Review and include City's Standard Wastewater Details 2 1 2 Review and include City's Standard Pavement Details 2 1 2 Prepare Project Specific Pavement Details (Custom Sheet) 4 8 12 Review and include City's Standard Drainage Details 2 1 2 Prepare Project Specific Drainage Details (Custom Sheet) 4 8 12 Subtotal Hours Subtotal Fee $ 23,736 $ 46,110 $ - $ - $ 39,140 S 108,986 Fee Estimate 2020 Street Reconstruction Final Design and Bid Phase Sr. Project Senior Graduate Sr. CADD CADD Manager Designer Engineer EIT Operator Operator Summary HOURLY RATE : $ 184.00 $ 145.00 $ 115.00 $ 137.00 $ 95.00 3. Design - Construction Plans - Package 2 Cover Sheet with Vicinity Map 1 2 4 General Notes 2 3 3 Overall Map and Sheet Layout 1 2 4 Drainage Area Map 1 12 8 8 Review and Insert Survey Control Map 1 (provided by Surveyor) 1 2 Plan & Profile (7 sheets) 35 91 105 SWPPP Layout 1 4 8 8 SWPPP Details 1 2 4 Review and include Tree Protection plans 2 2 2 Review and include City's Standard Water Details 2 2 2 Review and include City's Standard Wastewater Details 2 2 2 Review and include City's Standard Pavement Details 2 2 2 Prepare Project Specific Pavement Details (Custom Sheet) 4 8 12 Review and include City's Standard Drainage Details 2 1 2 Prepare Project Specific Drainage Details (Custom Sheet) 2 4 12 Subtotal Hours 72 138 0 0 172 382 Subtotal Fee $ 13,248 $ 20.010 $ - $ - $ 16,340 $ 49,598 4. Design - Project Manual (Package 1) Construction Cost Estimates (incl with all milestone submittals) 8 24 24 Contract Documents (Prepared By City except Bid Form, SWPPP Doc, TOC, Cover) 6 12 Subtotal Hours 26 24 24 0 0 74 Subtotal Fee $ 4,784 $ 3,480 $ 2,760 $ - $ - $ 11,024 Fee Estimate 2020 Street Reconstruction Final Design and Bid Phase Sr. Project Senior Graduate Sr. CADD CADD Manager Designer Engineer EIT Operator Operator Summary HOURLY RATE : $ 184.00 $ 145.00 $ 115.00 $ 137.00 $ 95.00 5. Design - Project Manual (Package 2) Construction Cost Estimates (incl with all milestone submittals) 8 16 16 Contract Documents (Prepared By City except Bid Form, SWPPP Doc, TOC, Cover) 6 6 Technical Specifications 4 4 Subtotal Hours 18 16 26 0 0 60 Subtotal Fee $ 3,312 $ 2,320 $ 2,990 $ - $ - $ 8,622 6. Review and Approval (Package 1 & Package 2 Plans) Bi-Monthly Progress Meetings (non -milestone) (6 Meetings) 20 20 60% Submittal Review Meeting 4 4 90% Submittal Review Meeting 4 4 TRC Submittal Review Meeting 4 4 QA/QC 4 4 Final Submittal (incl Plans and Project Manual) 8 16 8 4 Subtotal Hours 44 52 0 8 4 108 Subtotal Fee $ 8,096 $ 7,540 $ - $ 1,096 $ 380 $ 17,112 SUBTOTAL FINAL DESIGN BASIC SERVICES FOR 2 PACKAGES: $ 208,880 Fee Estimate 2020 Street Reconstruction Final Design and Bid Phase Sr. Project Senior Graduate Sr. CADD CADD Manager Designer Engineer EIT Operator Operator Summary HOURLY RATE:1 $ 184.00 $ 145.00 $ 115.00 $ 137.00 $ 95.00 5. Bidding Prebid Meeting 3 3 Prebid Agenda and Minutes 1 3 Addenda 1 3 Q/A With Bidders 2 Bid Tabulation and Low Bidder Recommendation 2 1 1 6 Subtotal Hours 9 0 15 0 0 24 Subtotal Fee $ 1,656 $ - $ 1,725 $ - $ - $ 3,381 SUBTOTAL BID PHASE (PACKAGE 1) $ 3,381 SUBTOTAL BID PHASE (PACKAGE 2) $ 3,381 TOTAL FOR 2 PACKAGES:l $ 6,762 SUMMARY Sub -Total Final Design Phase Basic Services: Tree Protection Plan $208,880 $7,497 TDLR Review and Filing $900 SUB -TOTAL FINAL DESIGN PHASE $217,277 SUB -TOTAL BID PHASE $ 6,762 Fee Estimate 2020 Street Reconstruction Construction Phase Sr. Project Graduate Construction Manager Engineer Manager Summary HOURLY RATE: $ 184.00 $ 115.00 $ 136.00 1. Construction Phase (With Inspection By City) (Package 1) Attend Precon Meeting and Prepare Agenda & Minutes) 4 8 Attend Construction Progress Meetings (300 days / 30 = 10 mths X 1 mtgs/mth X 4hr/mtg) 40 Prepare Construction Progress Meeting Minutes 20 Routine Construction Site Visits (300 days / 30 = 10 mths X 1 v/mth X 3 hr/v) 30 30 Special Construction Site Meetings (300 days / 30 = 10 mths / 2 = 5 X 3 hr) 15 Review and Respond to Submittals 8 40 Review and Respond to RFIs (assume 10) 10 15 Review Pay Applications (10) 10 20 Prepare/Review Change Orders if requested by City 4 8 Substantial Completion Walk-Thru 8 8 Final Construction Walk-Thru 4 4 Prepare Contract Close Out Documents 2 6 Subtotal Hours 155 139 0 294 Subtotal Fee $ 28,520 $ 15,985 $ $ 44,505 2. Construction Phase (With Inspection By City) (Package 2) Attend Precon Meeting and Prepare Agenda and Minutes) 4 8 Attend Construction Progress Meetings (150 days / 30 = 5 mths X 1 mtgs/mth X 4hr/mtg) 20 Prepare Construction Progress Meeting Minutes 8 Routine Construction Site Visits (150 days / 30 = 5 mths X 2 v/mth X 2.5 hr/v) 10 10 Special Construction Site Meetings (150 days / 30 = 5 mths / 2 = 2.5 X 4 hr) 8 Review and Respond to Submittals 6 30 Review and Respond to RFIs 6 6 Review Pay Applications (5) 5 10 Prepare/Review Change Orders if requested by City 4 6 Substantial Completion Walk-Thru 6 8 Final Construction Walk-Thru 4 4 Prepare Contract Close Out Documents 2 6 Subtotal Hours 83 88 0 171 Subtotal Fee $ 15,272 $ 10,120 $ - $ 25,392 SUBTOTAL CONSTRUCTION PHASE BASIC SERVICES 2 PACKAGES $ 69.897 Fee Estimate 2020 Street Reconstruction Construction Phase Sr. Project Graduate Construction Manager Engineer Manager Summary HOURLY RATE: $ 184.00 $ 115.00 $ 136.00 3. As Built Drawings As -Built / Record Drawings 6 40 Subtotal Hours 6 30 0 36 Subtotal Fee $ 1,104 $ 3,450 $ - $ 4,654 SUBTOTAL AS BUILT DRAWINGS (PACKAGE 1) $ 4,554 SUBTOTAL AS BUILT DRAWINGS (PACKAGE 2) $ 4,554 $ 9,108 TOTAL FOR 2 PACKAGES: Sub -Total Construction Phase $69,897 TDLR Inspection Fees $1,250 Tree Protection Field Layout $4,400 As -Built Drawings $9,108 SUB -TOTAL CONSTRUCTION PHASE $84,655 SUB -TOTAL REPRODUCTION $1,500 EXHIBIT "C" PROJECT SCHEDULE - 2020 STREETS RECONSTRUCTION - DESIGN & BID PHASE MEN ARKK ®®o�:�o�C®C®IBC©C®CBI�C©0®L©1®C®C®C©�©C ®1DC©C8 ®©CBC���e�C®C8C8CBC®C®C®C8C©�®�®C8C®C®C C8�®C® Big I ®o®oeoeo®oai©oil®C®C®1®1®1®I®C®L�C�C®I w Bill CAI MEN ®®o®o®o®ono®o®�©ono®o®o®o�aeo�o©oee®gee mm.m■m.m.m■m■m■m■m■m■m■m.m:m■m■m■m■m■m■ ■m.m■m mm■m■m■m■m.m■m■n■m■m■m■m■m.m.a.m■m:d■m■ ■m■m■m mm■m■m■m.o.m■m.m■m■m■m■m■m.m.m.m■®■m�,m■n■m■m■m mm■m■m.m.m.m■m.m■m■m■m■m.m.m.m■m■®■e■®■a■m.m■m mm■m■m■m■m■m■m■m■m.m■m■m■m■m■m■m.m.®■m.o:m■m■a mm■m■m■m■a■m■m.m.m■m■m■m■m■m■m■m.m■m■m■m■g�m■a mm■m■m■m■m■m■m■m■m■m■m■m■m■m■m■m■m.m■m■m■m■m■m