The URL can be used to link to this page

Ordinance No. 14,481ORDINANCE NO. 14,481 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS, AUTHORIZING A CONSULTING SERVICES AGREEMENT WITH ARDURRA GROUP, INC., FOR THE EAST DISTRICT WASTEWATER TREATMENT PLANT PHASE 2 PROJECT; AUTHORIZING A CONSULTING SERVICES AGREEMENT WITH KIMLEY-HORN AND ASSOCIATES, INC., FOR THE OLD STATE STREETS PRELIMINARY DRAINAGE PROJECT; AUTHORIZING A CONSULTING SERVICES AGREEMENT WITH DANNENBAUM ENGINEERING CORPORATION FOR THE DANUBINA DRAINAGE IMPROVEMENTS PROJECT; AUTHORIZING PAYMENT BY THE CITY OF BAYTOWN IN AN AMOUNT NOT TO EXCEED ONE HUNDRED FORTY-TWO THOUSAND SIX HUNDRED FORTY- SEVEN AND NO/100 DOLLARS ($142,647.00); 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 Ardurra Group, Inc., for the East District Wastewater Treatment Plant Phase 2 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 Ardurra Group, Inc., in an amount not to exceed FORTY-NINE THOUSAND SIX HUNDRED FORTY-SEVEN AND NO/100 DOLLARS ($49,647.00) 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 NO/100 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: 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 Kimley-Horn and Associates, Inc., for the Old State Streets Preliminary Drainage Project. A copy of said agreement is attached hereto as Exhibit "B" and incorporated herein for all intents and purposes. Section 5: That the City Council of the City of Baytown authorizes payment to Kimley- Horn and Associates, Inc., in an amount not to exceed FORTY-NINE THOUSAND EIGHT HUNDRED AND NOI100 DOLLARS ($49,800.00) for consulting services in accordance with the agreement authorized in Section 1 hereinabove. Section 6: That the City Manager is hereby granted general authority to approve a decrease or an increase in costs by FIFTY THOUSAND AND NO' 100 DOLLARS ($50,000.00) or less, provided that the amount authorized in Section 5 hereof may not be increased by more than twenty-five percent (25%). Section 7: 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 Dannenbaum Engineering Corporation for the Danubina Drainage Improvements Project. A copy of said agreement is attached hereto as Exhibit "C" and incorporated herein for all intents and purposes. Section 8: That the City Council of the City of Baytown authorizes payment to Dannenbaum Engineering Corporation in an amount not to exceed FORTY-THREE THOUSAND TWO HUNDRED AND NO1100 DOLLARS ($43,200.00) for consulting services in accordance with the agreement authorized in Section 1 hereinabove. Section 9: 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 8 hereof may not be increased by more than twenty-five percent (25%). Section 10: 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 10`h day of September, 2020. 4:PDM W__LA BRAND OM .LO, yor A T: LUV TICIA BRYSCH, CiValerk YjOp►q;r 4 , APPROVED AS TO FORM: N L. HORNER, Interim City Attorney F OF'( R:1Karen Horner\Documents\PileslCity Council'Ordinances\2,020'•September l OICDBG-MITEngineringContracts.doc Exhibit "A" AGREEMENT FOR CONSULTING SERVICES STATE OF TEXAS § COUNTY OF HARRIS § This Agreement (this "Agreement") entered into by and between Ardurra Group, Inc., (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 East District Wastewater Treatement Plant Phase 2 (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 are more particularly described in Exhibit "B" and shall not exceed FORTY-NINE THOUSAND SIX HUNDRED FORTY-SEVEN AND N0/100 DOLLARS ($49,647.00). 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) ............. 2. Additional Services (Lump """""••.$49,647.00 Sum) ................................... $0.00 (These services require independent and specific advance written authorization) 3. Bid Phase Services (Hourly Not to Exceed) . 4. Construction Phase Services..............................................$0.00 (Hourly Not to Exceed)................................$0.00 5. Reimbursable Expenses (Not to Exceed). 6. Total.............................................................$49,647.00 ..................................... 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; Aereement 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 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 Yue Sun,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. 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 and/or engineers applicable. as d. Rejection of Consultant's Employees The City reserves the right to approve or reject from the Work any employees of Consultant. r Professional Smices, 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. 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. 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 shalt 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. Aereement for Professional Seryi a Page 3 (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 ConsuItant's opinion based to 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 PDFMF format. Aereement for Mt Q al a 'c , page 4 i i Ii 1 i 6• Schedule Consultant shall not proceed with the Work or any stage thereof until written notice to rocee provided by the City's Representative, p dis 7• Instruments of Service Upon execution of this Agreement, Consultant Instruments of Service. Consultant shall obtain similar ants tintethzests Om thity an e City and Co ultaninterest in tth's consultants consistent with this Agreement. As noted in Articles 5 & I1, 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 Cit 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 under its Policy or shall furnish separate certificates and endorsements for each sas additional uch 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 ■ 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. AeteeMM for Prof ceinnal e , Page 5 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 n 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 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. suspended, voided, canceled or reduced in coverage or in limit4. Each insurance policy shall be endorsed to state that coverage shall not bs except e after thirty (30) days' prior written notice by mail, return requested, has been given to the City. urn receipt 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. e t or Profea ionalServim, Page 6 i i 1 i g. All insurance required herein shall be secured and maintained in a i 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 WELL TE THE T 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 Agreement for Profmional Services, page 7 i I F HICHTHE CITY IS INDEMNIFIED, CONSULTANT FURTHER REES AND COVENANTS TO DEFEND THE ACTION OR OCEEDING BY LEGAL COUNSEL ACCEPTABLE TO THE TY. 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 Iitigation 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; Aw&rneiit for Professional Services, page 8 M 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 a of the notice of termination, Consultant shall submten (10) days after receipt it a final statement showing 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 payruent will be made until all such instruments supplied are so tendered. of service and materials 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 addition to any other rights and remedies provided by law or under this Agreement,section are in 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 si Consultant and/or its subconsultants perform the services orincurtlendar he0e pence o 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 Agreement for professional SPn'c4 Page 9 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, recourse therefor. and Consultant waives any 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 o o commercial relations specifically with Israel, or with a person or entity doing business Israel purposes. or in an Israeli -controlled territory, but does not include an action made for ordinary business 17. Reputation in the Community Consultant shall retain a high reputation in the communityfor architectural/engineering services. Consultant shall forward a cproviding professional ann or complaint in any court of law which (a) asserts a claim for $50,000 orymoreent foreetitierrors 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. IS. 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 Aeteeme'�t f r r f sional Servi M page 10 requested, or by delivering the same to an officer of such described above shall be conclusively deemed to be effective, unless ot. Notice herwise stated in hin the mail aiss 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 13AYTOWN Attn: City Manager P. O. Box 424 Baytown, Texas 77522-0424 Ardurra Group,Inc. Attn: Yue Sun, P.E. 2032 Buffalo Terrace Houston, Texas 77019 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 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 thall be deemed or construed to be a waiver of any other term or condition or subsequent waiver is Agreement shall the same term or condition. Agreement for fmfession l Sp , Page 11 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 represent that such officers hereby have full authority to execute this Agreement and to bind the party by yhe/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 , 2020, the date of execution by the City Manager of the City of Baytown. ATTEST; LETICIA BRYSCH, City Clerk Aaret f r o i I i, Page 12 CITY OF 13AYTOWN RICHARD L. DAVIS, City Manager APPROVED AS TO FORM: KAREN L. HORNER, Interim City Attorney STATE OF TEXAS COUNTY OF HARRIS CONSULTANT: Ardurra Group, Inc. Y(Comp N e) nature) 41(o owmq (Printed Name) Q�c�u(1 1 (Title) Before me on this day personally appeared 1913 G41V MI& capacity as vis6Iq k , in his/her corporation, of Ardurra Group, Inc., on behalf of such known tome; ❑ proved to me on the oath of ❑ proved to me through his/her current d or { escriphon of identification card or other document issued by the federal government or any state government that contains the photograph and signature of (check one) the acknowledging person} 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 11.4- day of A114 202d. ��a• P 4i PATRICIA A LLANITO $' Notary Public, State of Texas comet, ExD 13 5399 -9 otary Pu lic in and f�thheState of Texas fill ��` Notary ID 13063888.8 Agreement forP10fessinnal Cervices, Page 13 EXHIBIT A SCOPE OF SERVICES BACKGROUND The City of Baytown's East District Wastewater Treatment Plant ("ED WWTP") was Inundated by Hurricane Harvey flood waters in 2017. Flooding caused extensive damage to various process areas and infrastructure and resulted in operational Interruptions. The City is applying for CDBG-Mitigation funding from the General Land Office ("GLO") Community Development Block Grant Program for Improving the damaged infrastructure at the site, Ardurra will provide the following scope of services to assist with the development of grant applications: 1. Site Visit, Meet with Plant Staff Conduct a site visit to gather field data and review existing condition. The site visit will be made in conjunction with meeting city Operations staff to discuss specific improvement needs and obtain operational inputs. 2. Develop Preliminary Cost Estimate Assist with developing an opinion of probably construction cost and prepare a preliminary project cost estimate for the following improvements: a. Belt Press Building -requires evaluation of structure and supports which are heavily corroded and appears to be causing an unstable structure. The roof and insulation is in poor condition with leaks. The polymer system and belt press equipment inside may need to be elevated to prevent additional future damage. b. Chemical Feed Building - The building house chemicals, including chlorine gas cylinders used to treat wastewater. The structure and electrical system is aging and in need of replacement to provide current code and life safety protection. The structure is to be elevated to a more structurally sound building to protect the gas cylinders and rotometers. c. Grit Pumps and Panels - the grit pumps, motors, and panels were flooded causing damage to the pumps, and motors. The systems are showing signs of damage with constant shorting and failures, which indicate a need for possible replaced and elevation to prevent future damage. d. Electrical System including Motor Control Centers - The electrical system throughout the plant requires evaluation for causes to shorting, flashing and possible replacement repairs of all wiring and conduits which were submerged with brackish floodwaters. Multiple electrical panels that provide power to aeration and clarifier equipment may need to be replaced and protected from future damage by considering elevation to higher levels, e. Influent Lift Station No. 1- The dry pit pump system was heavily damaged and remains vulnerable to breakdowns. The dry pit style lift station needs to be converted into a wet well with submersible pumps. A-1 f. Blower Building -The entire building was severely damaged by floodwater, The windows and doors need to be evaluated for heavy rehabilitation or repair. The stairs to blower building are experiencing separation from the structure and landings causing safety and access concerns. g. Plant Lighting System - Light poles have corroded due to extensive submersion, and the electrical feed system has completely failed. Previous to Hurricane Harvey, there were SO lights in working order. The system is continually failing and there are only 10 light poles that are operating on a consistent basis. h. Sludge Pumps and Motors - This system is part of the return of activated sludge for re - treatment. This system was also heavily damaged when inundated and needs to be evaluated for full replacement and elevated to prevent future damage. i. Clarifier Return Pumps - Four clarifier pumps were damaged and are exhibiting signs of major system failures and should be evaluated for complete replacement. j. Aeration Basins Railings - The concrete base structural supports have separated from the railings. This is a life safety issue and should be evaluated for re -stabilized or replacement of the supports. This issue is prevalent at the south end of the plant. k. Maintenance / Shop Building - Water damage from flood waters also damaged the electrical system in the shop building. There is a predominance of electrical outlet failures, which are required for maintenance work. I. Perimeter Security - The entire perimeter fence, and security access gate needs to be replaced to re-establish a secure facility per Homeland Security regulations. The fencing system and access gate has been buried by slit from Hurricane Harvey inundation. m. Effluent Pipe to Outfall - The plant effluent is conveyed via pipe to the point of outfall. This pipe has endured extreme erosion and has separated. The entire structure needs to be replaced, re - stabilized and protected. n. Site Erosion Issues -The entire site was inundated during Hurricane Harvey. The site should be evaluated to determine the extent of the erosion, and any alteration to prevailing site drainage. The main areas of concern for erosion are on the north end and the east end of the plant, and the potential future damage to critical plant equipment should be evaluated. The engineering services include process mechanical, structural, architectural, HVAC plumbing, and fire protection, electrical, instrumentation, and SCADA, and site civil. Subconsultant AACE will assist with the HVAC, plumbing and fire protection portion of the cost opinion development, including items a, b, d, f, and k outlined above. AACE will attend one site visit to the project site to review existing plant conditions. Subconsultant AGS will prepare a preliminary cost estimate for items i through n outlined above. Subconsultant Gupta will review and evaluate electrical system for items a through k outlined above except items j. A-2 Prepare cost estimate per AACE (Association for the Advancement of Cost Engineering) Class 4 estimate. Submit summary and detail cost breakdown including vendor supporting document. 3. Prepare a Project Description Prepare a project description for proposed improvements, including assumptions, preliminary equipment sizing, capacity, and exhibits etc. 4. Coordination Meeting with City Grant Administrator Conduct a coordination meeting with City staff and City's CDBG-MIT Grant Administrator. S. Project Management, Administration, and Coordination. A-3 Exhibit B Level of Effort AACE RICO (his) ( M 8 Protect Ergr Graduate DeAdmiVVaitcal Olhe )er ( ) Ergr pas) laecia pus] pvS Subtotal (hrs)E (cosbO $J, costs MCE SuWaW (S Rate $ 255.00 S 225.00 S 180.00 $ 135.00 S 135.00 S 90.00 1 Project Management/Administration 2 2 S 500.00 $5pD.0D 2 Develop preliminary cost estimate t is 16 It 3,00000 $00000p Subtotal hrs 0 3 15 0 0 0 18 $ 3,500.00 $ S 3,500A0 TOTAL $3,500.00 Exhibit B Level of Effort AGS AGS e rs �nUpa1 ) boa Manager Prgact Engr Graduate DesiOnerRec AdmNClerical AGS Sublotar AGS Subtotal DOw Direct (hrs) (hrs) EnOr pus) hrddan (hrsl (hrs) (hrs) Labor Costs AGS Subtotal (SI Rate $ 210.00 S 180.DD S 150.00 S 120.00 $ 106.00 S 75A0 1 Project ManagemenUAdministration 2 i 3 $ 435.00 $43500 2Jh. Preparation of Report and Submittals/Estimates 6 to 1 17 S $655.00 $2,655.00 Project meetings with City and Reviews 2 2 �S�ubtol 4 S 660 00 $66011D 0 1 10 S 3. t2 0 0 2 24 750.00 $ $ 3,750.00 TOTAL $3,750.00 P.ga 2.12 AaM20 Exhibit B Level of Effort Gupta Gupta EstUnaled hl-hmm Prindpal (I.) Project Sr. Eta Sr bnbumrkkal E Sr. CAD �.t—CAP Gupta Gupta Subtotal Oder Direct Gupta Subtotal l31 -am (hrc) Engr pus) ors) Designer(hm) Tech lin) Subtotal (hml labor lost 5) Case; Rate S 22500 S 195.00 S 195.00 S 195.00 S 90.00 $ 94.00 1 Project Management and Document Submission Review and Incorporate Submittal Review Comments t 1 1 0 S 600.00 I S600. Subtotal Project Management and Document Submission 0 1 1 1 0 0 S 5600.00 $600.0 2 Drawing Review and Quotations for Cost Analysis Data Collection 2 2 2 6 $ 1,200.00Bell i1,200. press building electrical and control equipment removal, and replacement, new bulildi 1 1 OS 2 5 $ 500.00 f500.00 Chemicalbuilding electrical and Control equipment removal and replacement, new It ldi 1 1 0 5 2 5 $ s0009 S50a. 04 n pump pane s e educe and con eqU pmeni removal and re lacemenl 1 1 05 25 $ 500.00 $500.00 ec l ing roam equlpmen remove an replacement 1 os zs S 500.00 $500. 00 LS o 1 electrical and control equipment removal and r'ace Ming o $ 50.00 er electdcal equipment removal and1 rep'acement i 05 25 S 500.00 $saD. 00 Pla to site lighting removal and replacement 1 1 05 25 S 500.00 5500.0 Sludge pump electrical and contral equipment removal, and re acemenf 1 1 0.5 25 S 500.00 $500.0c n er a an can pane s equlpmen 1 en -oval and replacement 1 05 25 S 500.00 f500. Aeration basin railing 9 S moo Maintenance building electrical system removal and replacement l 2 1 2 D.5 2 25 $ sao.a9 $500. Construction Cost EsUmate Preparation 6 IS 1,200.00 $,200. Subtotal Drawing Review and Quotations for Cost Analysis a 17 13 6.6 6 0 a4.6 SB,e00M $5,900.0 Subtotal hrs 0 14 14 95 o o 375 S7moo S is 7to0000 TOTAL $7,500.00 Aso 303 aatvzom Exhibit C Schedule I.—111C (Duration [Start 'Finish East District WWTP Phase 2 33 days Thu 8/27/20 Mon 9/28/2C Pre -Funding Service 1 J Notice to Proceed 1 day Thu 8/27/20 Thu 8/27/20 2 Site visit 1 day Tue 9/1/20 Tue 9/1/20 3 Develop preliminary cost estimate 21 days Fri 8/28/20 Thu 9/17/20 4 Prepare Project Description 6 days Wed 9/16/20 Mon 9/21/20 ~ 5 Review Meeting with City and Grant 1 day Tue 9/22/20 Tue 9/22/20 Administrator (TBD) I 6 Final Project Description and Cost 6 days Wed 9/23/20 Mon 9/28/20 Opinion ♦I 8/27 ♦ 9/1 Ej Task Inactive Task Start -only Split Inactive Milestone Finish -only � Project: East District WWTP Phase Milestone ♦ Inactive Summary Deadline Date: Thu 8/27/20 Summary Manual Task r _ - ] Progress_ Project Summary r__ Duration -only Manual Progress External Tasks Manual Summary Rollup r.mn.mm� External Milestone Manual Summary Page 1 Exhibit "B" AGREEMENT FOR CONSULTING SERVICES STATE OF TEXAS COUNTY OF HARRIS This Agreement (this "Agreement") entered into by and between Kimley Horn and Associates, Inc. (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 Old Baytown State Streets Preliminary Drainage (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 FORTY- EIGHT THOUSAND NINE HUNDRED AND NO/100 DOLLARS ($48,900.00). 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)...............................................................$48,900.00 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..................................................................................................$48,900.00 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; (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 Lance McLeod 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. 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 and/or 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. Agreement for Professional Services, Page 2 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. (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. Agreement for Professional Services, Page 3 (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. (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. Agreement for Professional Services, Page 4 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: 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. Agreement for Professional Services, Page 5 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. 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. Agreement for Professional Services, Page 6 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 HIND, 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 Agreement for Professional Services, Page 7 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; (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; Agreement for Professional Services, Page 8 (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. 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 Agreement for Professional Services, Page 9 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. 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 Agreement for Professional Services, Page 10 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 Kimley Horn and Associates, Inc. Attn: Constance Curtis, P.E. 11700 Katy Freeway, Ste. 800 Houston, Texas 77079 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 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. Agreement for Professional Services. Page 11 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. 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 , 2020, 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 Asreement for Professional Services, Page 12 APPROVED AS TO FORM: KAREN L. HORNER, Interim City Attorney CONSULTANT: Kimley Horn and Associates, Inc. (Company Name) (Signature) Brandon Guillory (Printed Name) SVP (Title) STATE OF TEXAS § COUNTY OF HARRIS § Before me on this day personally appeared , in his/her capacity as SNP of Kimley Horn and Associat s, Inc., on behalf of such corporation, (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 bV5+ day of AAUl01 , 20` 0. '%l ilt DONNA W. STOEVER 2° Notary Public, State of texas Comm. Expires 07.14-2023 oi,�� Notary ID 128673568 AgrellnenriurProressio MUM, a ch. �Loow No aty Public in and for the State of Texas EXHIBIT "A" SCOPE OF WORK PROJECT BACKGROUND The West Baytown area (shown in Attachment 2 below) was inundated during Hurricane Harvey in 2017. This proposal is based on the Consultant's understanding of the City's request to prepare preliminary drainage engineering in the West Baytown area to support the City's effort to submit a CDBG-MIT grant application for drainage mitigation in the area. We understand the grant application deadline is October 28, 2020, with a required 30-day public comment period prior to the deadline. Therefore, the scope of services described below must be complete prior to the beginning of the public comment period in September 2020. SCOPE OF WORK Kimley-Horn will provide the following scope of work: Task 1 — Meetings, Coordination and Data Collection A. Project Kickoff Meeting. Upon notice to proceed, Consultant will conduct a project kickoff meeting with the City. B. Bi-weekly Coordination Meetings. The Consultant anticipates virtually meeting with the Project Team bi-weekly (approximately four (4) meetings) to coordinate needed information for the grant application. In addition to the identified virtual meetings, the Consultant will coordinate with the Project Team and Drainage Master Plan Engineer to review available information and coordinate for the project throughout its duration. C. Data Collection. The Consultant will collect the following data from the City for the Project Area shown in Attachment 2 and review for use in the analysis of Task 2: • Drainage Master Plan Report with master plan assumptions Hydrologic and Hydraulic Modeling • City Record Drawings • GIS shape files • Available LIDAR • Available survey data • FEMA Floodplain Maps • Goose Creek and Ship Channel FEMA Effective Models Task 2 — Preliminary Drainage Design A. The Consultant will review the available Drainage Master Plan modeling and recommendations and discuss the findings with the City. B. The Consultant will work with the City to define a policy for flood mitigation improvement levels for the project area (set maximum water surface elevations, establish storm frequency design parameters, etc.). These flood mitigation improvement levels will be utilized to determine the required capital improvements. C. Based on the current LIDAR data and any available topographic survey information from the City, the Consultant will verify the XPSWMM modeling from the Drainage Master Plan and make any modifications as needed to propose specific project solutions to mitigate potential flooding in the project area to the determined flood mitigation improvement levels. This task assumes a 1 D modeling effort based on the Master Plan utilizing the current Region 3 rainfall data post ATLAS 14 as its basis for runoff flows. D. The Consultant will provide up to two (2) proposed storm sewer project solutions to the City for consideration. These are anticipated to consist of aspects of the following two options: • Option 1 — Goose Creek Discharge w/ possible backflow prevention (through device or storm water pump station); • Option 2 — Black Duck Bay Discharge w/ possible backflow prevention (again, through device or storm water pump station) E. The Consultant will document the two drainage solutions in a technical memorandum along with identification of the City's selected alternative. Task 3: Grant Application Assistance A. The City's Grant Administrator will prepare the CDBG-MIT Grant Forms and Application and will submit to the submittal agency. Upon selection of a proposed storm sewer project in Task 2, the Consultant will provide the following information to the Grant Administrator to include with the CDBG- MIT Grant Application: • Proposed Project Description • Overall Project Location Map • Existing Conditions Map • Proposed Conditions Map with proposed infrastructure • Engineering Opinion of Probable Construction Cost (EOPCC) • Estimated Engineering and Construction Schedule EXHIBIT "B" LEVEL OF EFFORT -M-Mmm I � aaaamaa� �l��I�mxi�llF�1[Fxf� slaa��s�aa� �l�r�at any iw�, aaarrlelrl�aaa! �!�!� �� KNEUM ] EXHIBIT "C" SCHEDULE EXHIBIT C ID Task Name Duration Start Finish Sap'20 30 6 11 1 City Executed Contract 0 days Mon 8.31/20 Mon 8/31/20 ♦ 8/31 2 Nonce to Proceed 0 days Man 8/31/20 Mon 8/31/20 8/31 3 Task 5days Toe 9/1/20 Mon 9/7/20 E'�� 4 Project Kickoff Meeting 0 days Tue 9/1/20 Tue 9/1/20 ♦ 9/1 5 Data Collection 5 days Tue 9/1/20 Mon 9/7/20 6 Task 2 9 days Wed 9/2/20 Mon 9/14/20 7 Preliminary Drainage Design 9 days Wed 9/2/20 Mon 9/14/20 - 8 Task 3 33 days Wed 9/9/20 Mon 10/26/20 9 Coordinate with City's Grant Admin 5 days Wed 9/9/20 Tue 9/15/20 k 10 App Posted for Public Comment 23 days Wed 9/16/20 Fri 10/16/20 = _ 11 City Response to Public Comments 5 days Mon 10/19/2C Fri 10/23/20 12 City Submission of Grant Application 0 days Mon 10/26/2CMon 10/26/20 Estimated schedule for the scope provided IN EXHIBIT A will be 57 calendar days. On zp Z 2r 4 11 10 —.i4 10/26 Papa 1 Map 1- Om Baytown Gate Street Area Map JUG' r ® @ r a » _7a,_a� . .. ®r «mk OOP r _mr�� & r mse@ Exhibit T" AGREEMENT FOR CONSULTING SERVICES STATE OF TEXAS § COUNTY OF HARRIS § This Agreement (this "Agreement") entered into by and between Dannenbaum Engineering Coroporation (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 consultanting services for Danubina Drainage Improvements Project CDBG-MIT(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 FORTY-THREE THOUSAND TWO HUNDRED AND N0/100 DOLLARS ($43,200.00). 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)...............................................................$43,200.00 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..................................................................................................$43,200.00 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 Alejandro Flores, 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. 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 and/or 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. 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. 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. S. 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. Agreement for Professional Services, Page 3 (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 architectlengineer 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 PDF/TIF format. Agreement for Professional Services, Page 4 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 ■ 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. Agreement for Professional Services, Page 5 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 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. Insurance carrier for all liability policies must have an A.M. Best Rating of ANIII or better. 2. 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 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. i 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. Agreement for Professional Services, Page 6 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 HIND, 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 ,Agreement for Professional Services, Page 7 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; (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; Agreement for Professional Services, Page 8 (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. 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 Asreement for Professional Services, Page 9 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 architecturaVengineering 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 i 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 Agreement for Professional Services, Page 10 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 Dannenbaum Engineering Corporation Attn: Alejandro Flores, P.E. 3100 West Alabama Houston, Texas 77227 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 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. ,Agreement for Professional Services, Page 11 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. 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 , 2020, 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 Agreement for Professional Services, Page 12 APPROVED AS TO FORM: KAREN L. HORNER, Interim City Attorney CONSULTANT: Dannenbaum Engineering Corporation LnIn, e) (Sign re) Wayne G. Ahrens, P.E. (Printed Name) Executive Vice President (Title) STATE OF TEXAS § COUNTY OF HARRIS § Before me on this day personally appeared Wayne G. Ahrens capacity as Executive Vice President of Dannenbaum behalf of such corporation, in his/her Engineering Corporation., on 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 31st day of August , 2020. 7tNOTARy')ID 6'TTON ot'' 2617006.1 Terttu L.Britton•n Expires2023 Notary Public in and for the State of Texas Agreement for Professional Services, Page 13 1.0 Project Service Area Detail The Consultant will provide all necessary information required to complete this portion of the application. This section includes identifying the proposed project and location, specifying the populations benefitting from the mitigation project, indicating whether acquisition will be required, clearly defining the scope or work for the project, identifying any expected environmental assessments or issues, providing realistic timelines and deliverables and outlining any extra expected funding to be used from other sources. 2.0 Project Mapping Project Area Map All projects applying for funds must provide a map that includes the GPS coordinates for the project location and any other necessary information. The Consultant will provide the required Project Area Map with any explanatory documentation. Additionally, the Consultant will provide site photos for the proposed project area. Project Beneficiaries Maps The Consultant will develop the required project maps identifying the benefit area as part of the beneficiary information section. The target area projects must use Low and Moderate -Income Summary Data (LMISD) to document beneficiaries and the required maps are meant to show the census geographic areas within the target area. The maps must include the following information: • Boundaries of the city, county and service area • Location of the target area community within the city • Location of the proposed project activities within the target area Additional maps may need to be provided dependent on the method chosen to document project beneficiaries. These methods include using either LMISD or CDBG-MIT surveys to document. The Consultant will coordinate with the City to obtain the LMISD raw data. The Consultant will provide these maps as well using an approved software (GIS or AutoCAD). 3.0 Budget and Schedule The Consultant will prepare a detailed preliminary cost estimate including construction cost, engineering costs for all project phases (design, bidding and construction) and any associated work and special services (surveying, materials testing, etc). Additionally, any potential land/ right-of-way/easement acquisition fees and private utility relocation fees will be included as well. A preliminary desktop geotechnical review will be performed to determine if any additional costs will be expected during construction due to the water table and soil conditions. The Consultant will use recent bids and consult with local agencies to generate an accurate Opinion of Probable Construction Cost (OPCC). The Consultant will format the cost estimate to reflect the required application format. The Grant Administrator will be responsible for estimating environmental and administration costs. The CDBG-MIT application requires a project schedule that represents the entire scope of work for each phase of the project. The Consultant will develop a preliminary schedule for the engineering, permitting and construction services for each phase of the proposed project. 4.0 Project Coordination The Consultant's team will plan to for two formal virtual coordination meetings with the City of Baytown staff to complete the CDBG-MIT Application. Other coordination tasks include data review and coordination and TIGR access coordination. According to the GLO CDBG-MIT Application Guide, additional documentation must be uploaded and submitted along with the application itself. The following table was taken from the application guide and summarizes additional documentation that The Consultant will be responsible for providing for the CDBG-MIT Grant Application as previously discussed in the above scope of work tasks. The Consultant will coordinate with the City to prepare the application documentation listed in Table 1. Table 1— Application Documentation by the Consultant Document Document Type Group Beneficiary Information Beneficiary data maps Budget MIT - Budget Justification of Retail Costs form (completed, signed, and sealed by a professional engineer or architect licensed to work in the State of Texas) Mitigation Needs Scope of work information, maps, and other applicable documentation for Added Resiliency Measures taken Maps indicating latitude and longitude fora proposed location Site photos Project Other supporting documentation N en 00 YI Vn to V1 V c C 00 O 0 O C. CD V 00 N U9 69 o M s9 r N '. opp to 69 o H1 �n 69 N vi N ! r N O 69 N o h 49 �O V1 M FO 69 69 O le N N Vri N O OMO � leN 00 N O N N N N %O �D dU� o 0 U cs C7 i--� V1 W • ti 00 00 N 1.0 00 y� W 04 o GdN V v NN oo .ervoo� a .Nr�O�p w o 00 � V DD N q b9 a w oC. 0 ••--� � C r-� .• � .� •-• N N V1 VI .a o C� o v 0 gg W 0 '� A 1�.Oyj CS J '� .i l'� i!yJ�7p '� G T. O u,p a m w �v U'asi J o o awa owri w 04aA aU�� t� � H 0 0 0 0 H N M R =xi