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Ordinance No. 11,889ORDINANCE O. 11,889 AN ORDINANCE OFTI-It' CFF'Y COUNCIL OFTI-11- CITY OF BAYTOWN, TEXAS, AUTHORIZING AND DIRECTING CITY MANAGER 'rO EXECUTE AND THE CITY CLERK TO A,i"ri:"S'F'FO A PROFF-ISSIONAL SERVICES AGREEMENT WITH MALCOLM PIRNI', INC., FOR WATER DISTRIBUTION SYSTEM MODEL DEVELOPMENT PROJEC"I"; AUTHORIZING PAYMENT BY 7111. CITY Ol' BAYTOWN IN AN AMOUNT NOT TO EXCEED ONE HUNDRED NINE 'I"'f'.EN THOUSAND SEVEN HUNDRED '111110"Y-FIVE AND NO/100 DOLLARS ($119,735.00); MAKING OTHER PROVISIONS RELATE'D THERE1,0; AND PROVIDING FOR THE El"FECTIVE DATE: TH ERE(.)[,* . 131ITORDAINED BY HE CITY COUNCIL OFT1,11. CITY OF BAY T OWN, TEXAS: Section I: That the City Council of tile City of Baytown, Texas, hereby authorizes and directs the City Manager to execute and tile City Clerk to attest to Professional Services Agreement with Malcolm Pirnic, Inc., for the Water Distribution System Model Development Project. A copy of tire agreement is attached hereto, marked Fxhibit "A," and inade as part hereof for all intents and pUrPOSCS. Section 2: That the City Council of the City ol'Baytown authorizes payment to Malcolm Pirnic, Inc., in an allIOLIllt riot to exceed ONE HUNDRED NINETEEN THOLJSAND SEVEN HUNDRED THIRTY-FIVE, AND NO/100 DOLLARS ($119,735.00) for prollessional services in accordance Nvith tire agreement authorized in Section I hereinabove. Section 3: That tire City Manager is hereby granted general authority to approvc a decrease or an increase in costs by FIFTY THOUSAND AND NO/100 DOLLARS ($50,000.00) or less, provided that tire amount authorized in Section 2 hereof may not be increased by more than twenty-five percent (25%). INTRODUCED, READ, and PASSED by the aff-irmative vote of a City Council ofille City of Baytown, this tire 8"' day ofMarch, 2012. S"I'I`1P)4I"N 1-1, DONCARLOS, Mayor qN, B'RYS(,'I,lxq CI APPROVED AS TO FORM: 1rk(—jXA61-0 —RAMIREX, SR., City 601•ney `,',6."obfs0 I 11ep&,KareWFih:S'C@tNp Comic I 1"Of d III aIwo\2012WIwvh CAD I S4wawI )iml I butioTIN10de I Develop I I I em doc Exhibit "A" AGREEMENT FOR PROFESSIONAL SERVICES STATE OF TEXAS COUNTY OF HARRIS This Agreement (this "Agreement ") entered into by and between Malcolm Pirnie, Inc., (hereinafter "the Professional ") and the City of Baytown, a home -rule municipality located in Harris and Chambers Counties, Texas (the "City"). 1. Scope of Services/Professional Fees This Agreement authorizes Professional to perform engineering services for the development of an extended period simulation ( "EPS ") water distribution system hydraulic model for meeting various operational and planning needs (the "Work ") for and on behalf of the City. The compensation for Professional shall be on the basis described in Exhibit "A," and with reimbursement of costs on the basis described in Exhibit "B." The time schedules for the Work are attached as Exhibit "C." The scope of the Work and projection of costs of the construction project are as denoted in Exhibit "D." Each of these Exhibits "A" through "D" is incorporated into this Agreement by reference for all purposes. 2. Progress Reports Professional shall provide written progress reports to the City regarding the Work and oral reports as requested. Such progress report shall identify the projected time and cost requircd by the Professional to complete the remaining phases of the Work required under this Agreement. 3. Personnel of the Professional a. Professional's Project Manager Professional shall designate �qFY RA6AI.AiS , 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 Engineers Professional shall keep a full -time registered engineer 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 Professional's Employees Prior to commencement of the Work, Professional 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, engineers. ASMM t for ProfMional Services. Page 1 d. Rejection of Professional's Employees The City reserves the right to approve or reject from the Work any employees of the Professional. 4. Designation and Duties of the City's Representative a. The City's Director of 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 Professional'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 5. Standards of Performance a. The Professional shall perform all services under this Agreement with the care and skill ordinarily used by members of Professional's profession practicing under the same or similar circumstances, time and locality. Professional 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. Professional 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 furnished on any City project shall be in accordance with ASTM, ACI, TxDOT, and AASHTO specifications, and with other recognized standards. Proprietary material or other materials for which no generally recognized standards exist may be used provided there has been at least five years of proven experience in the field, and such satisfactory documentation has been approved by the City's Representative. (4) The Work shall be designed and furnished in accordance with the most current codes and/or standards adopted by city, state, or federal government or in general custom and usage by the profession. (5) The codes and standards used in the profession set forth minimum requirements. These may be exceeded by the Contractor or the Professional 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. The Professional shall state the alternative codes and regulations used. (6) Professional agrees the services it provides as an experienced and qualified engineer will reflect the professional standards, procedures and performances common in the industry for this project. Professional 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) Professional shall promptly correct any defective analysis caused by Professional at no cost to City. The City's approval, acceptance, use of or payment for all or any part of Professional's services hereunder or of the Work itself shall in no way alter Professional's obligations or the City's rights under this Agreement. As applicable, Professional 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. 6. Schedule Professional 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, Professional grants to the City an ownership interest in the instruments of Service. Professional shall obtain similar interests from the City and Professional's consultants consistent with this Agreement. As noted in Articles 5 & 11, Professional 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 Professional's name and all references to Professional 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. Ageemem for Professional Services, Page 3 8. Insurance Professional shall procure and maintain at its sole cost and expense for the duration of the Agreement, insurance against claims for injures to person or damages to property which may arise from or in connection with the performance of the Work hereunder by Professional, its agents, representatives, volunteers, employees or subconsultants. a. Professional'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 Professional's insurance and shall not contribute to it. Further, Professional 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: $1,000,000 ■ Products & Completed Operations Aggregate: $1,000,000 ■ Personal & Advertising Injury: $1,000,000 ■ Per Occurrence: $500,000 ■ Fire Damage $50,000 ■ Coverage shall be at least as broad as ISO CG 00 01 10 97 ■ No coverage shall be deleted from standard policy without notification of individual exclusions being attached for review and acceptance. 2. Business Automobile Policy • Combined Single Limits: $500,000 • Coverage for "Any Auto" 3. Errors and Omissions • Limit: $500,000 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 construction of the Work is completed. 4. Workers' Compensation • Statutory Limits • Employer's Liability $500,000 • Waiver of Subrogation required Ammynt for Professional Services. Page 4 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 B+ :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 certified mail, return receipt requested, has been given to the City. 5. The City, its officers, agents and employees are to be added as Additional Insureds to all liability policies, with the exception of the Workers Compensation and Errors and Omissions Policies required herein. 6. Upon request and without cost to the City, certified copies of all insurance polices and/or certificates of insurance shall be furnished to the City. 7. Upon request and without cost to the City, loss runs (claims listing) of any and/or all insurance coverages shall be finnished to the City. 8. All insurance required herein shall be secured and maintained in a company or companies satisfactory to the City, and shall be carried in the name of Professional. Professional 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 PROFESSIONAL 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 fNJURY TO OR DEATH OF ANY PERSON, FOR DAMAGE TO ANY PROPERTY, OR FOR ANY BREACH OF CONTRACT, ARISING OUT OF, OR IN CONNECTION WITH THE WORK DONE BY PROFESSIONAL UNDER THIS CONTRACT CAUSED ,A Mement for Professional Services. Page 5 BY THE SOLE OR JOINT NEGLIGENCE OF PROFESSIONAL. IT IS THE EXPRESSED INTENTION OF THE PARTIES HERETO, BOTH PROFESSIONAL AND THE CITY, THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH IS INDEMNITY BY PROFESSIONAL TO INDEMNIFY AND PROTECT THE CITY FROM THE CONSEQUENCES OF PROFESSIONAL'S OWN NEGLIGENCE, WHETHER THAT NEGLIGENCE IS THE SOLE OR A CONCURRING CAUSE OF THE RESULTING INJURY, DEATH OR DAMAGE. SUCH INDEMNITY SHALL NOT APPLY, HOWEVER, TO LIABILITY ARISING FROM THE PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE OF PERSONS THAT IS CAUSED BY OR RESULTS FROM THE NEGLIGENCE OF THE CITY. IN THE EVENT THAT ANY ACTION OR PROCEEDING IS BROUGHT AGAINST THE CITY FROM WHICH THE CITY IS INDEMNIFIED, PROFESSIONAL FURTHER AGREES AND COVENANTS TO DEFEND THE ACTION OR PROCEEDING BY LEGAL COUNSEL ACCEPTABLE TO THE CITY. THE INDEMNITY PROVIDED FOR IN THIS ARTICLE IX SHALL SURVIVE THE TERMINATION 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. Professional assumes fall responsibility for its work 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 Professional's work to be performed hereunder. This release shall apply with respect to Professional's work regardless of whether said claims, demands, and causes of action are covered In whole or In part by insurance. 10. Subcontractors and Subconsultants Professional 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. Agreamem for Professional services, Page 6 11. Termination of Professional 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 Professional of the City's election to do so. Furthermore, the City may immediately and without notice terminate this Agreement if Professional 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 Professional 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 Professional; (d) the dissolution of Professional; (e) refusing or failing to prosecute the Work or any separable part, with the diligence that will ensure its completion within the time specified in this Agreement; (f) failing to complete work wthin 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, Professional shall discontinue all services in connection with the performance of the Agreement. Within ten (10) days after receipt of the notice of termination, Professional 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, Professional shall also tender all of Professional's work product, whether complete or not, in an acceptable form and format to the City's Representitive. No final payment will be made until all work product is so tendered. If this Agreement is terminated for cause, Professional shall be liable for any damage to the City resulting therefrom. This liability includes any increased costs incurred by the City in completing Professional's work. 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 regarding the Work or the construction of the project. 13. Supervision of Professional Professional is an independent contractor and the City neither reserves nor possesses any right to control the details of the Work performed by Professional under the terms of this Agreement. 14. Billing The City shall have thirty (30) days to pay Professional's bills from the date of receipt of such bills. All bills must identify with specificity the work or services performed and the date(s) of Agreement for Professional Services, Page 7 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. The Professional shall invoice the City for work performed no more than once a month. 15. Reputation in the Community Professional shall retain a high reputation in the community for providing professional engineering and testing services. Professional 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 engineering services and/or (b) seeks to deny the Professional the right to practice engineering services or to perform any other services in the state of Texas. 16. Payroll and Basic Records a. Professional 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. Professional 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. Professional shall permit such representatives to interview Professional's employees during working hours on the job. 17. 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 Hams County, Texas. 18. Notices Unless otherwise provided in this Agreement, any notice provided for or permitted to be given must be in writing and delivered in person or by depositing same in the United States mail, postpaid and registered or certified, and addressed to the party to be notified, with return receipt requested, or by delivering the same to an officer of such party. Notice deposited in the mail as described above shall be conclusively deemed to be effective, unless otherwise stated in this Agreement, from and after the expiration of three (3) days after it is so deposited. For the purpose of notice, the addresses of the parties shall be as follows unless properly changed as provided for herein below: For the City: Agreement for Professional Services, Page 8 For the Professional: CITY OF BAYTOWN Attn: City Manager P. O. Box 424 Baytown, Texas 77522 -0424 FAX: 281 -420 -6586 MALCOLM PMNIE, INC. 2929 Briarpark Drive, Suite 300 Houston, Texas 77042 Fax 713 977 -4620 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. 19. No Third Party Beneficiary This Agreement shall not bestow any rights upon any third party, but rather, shall bind and benefit Professional and the City only. 20. No Right to Arbitration Notwithstanding anything to the contrary contained in this Agreement, the City and Professional hereby agree that no claim or dispute between the City and Professional 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, Professional consents to be joined in the arbitration proceeding if Professional's presence is required or requested by the City of complete relief to be recorded in the arbitration proceeding. 21. 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. 22. Complete Agreement This Agreement represents the entire and integrated agreement between the City and Professional 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 Professional accept and agree to these terms. AgMgmnt for Pm£essional Services. Page 9 • • . r 23. No Assignment Professional 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. 24. Headings The headings used in this Agreement are for general reference only and do not have special significance. 25. 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. 26. 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. 27. 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 deep to be an on 1, but 1 of which shall constitute but one and the same Agreement on the` day of L I , 2012, the date of execution by the City Manager of the City of Baytown. MALCOLM PIRNIE, INC. 4 (SiArture) (Printed Name) (Title) CITY OF BAYTOWN BERT D. LEIPER, City Manag Agreement for Professional Services,Page 10 • • ATTi.T: 0.if LLA; 4—Yt V CIA BRYSC'i ` � 7,s1. os fr r� APPROVED AS TO F 64%im:q.,",,,- geweeD,W. . . ACIO RAMIREZ, SR./it Attorney STATE OF TEXAS § § COUNTY OF HARRIS § Before me oil this day,personally appeared -kiln P' S p -r K S , in his/her capacity as _ J U Q f CS1 den of Malcolm Pirnie, Inc., on behalf of such corporation, Vknown 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 ' I day of I I `tuth , 2012. TL tary Public in an f the State of Texas .`err"' :; .;..MICHELLE MANGOGNA MAMOACN u rj __ Notary Public,State of Texas • ,, t4� My Commission Expires ry%',„;; ,,. July 30, 2015 • \\CobfsOl\legal\Karen\Files\Engineering\Engineering Agreements\ARCADIS\Agreement.doc Agreement for Professional Services,Page 11 EXHIBIT A COMPENSATION Services of Professional required under this Agreement shall not exceed ONE HUNDRED EIGHTEEN THOUSAND TWO HUNDRED THIRTY -FIVE AND NO /100 DOLLARS ($118,235.00) based upon the rate schedule, which is attached hereto and incorporated herein as Appendix 1 to this exhibit, and shall not exceed the following for any task of the project. 1 Data Collection anti Review $ 14 665.00 2 Modeling Objectives and Data Needs Workshop 12 820.00 3 24 -hour Extended Period Simulation Model Development and Calibration 37,976.00 4 Municipal Utility District System Model Incorporation 15,000.00 5 ACR EPS Model Analysis 9,011.00 6 EPS Model Training 8,121.00 7 Technical Memorandum and Model Delivery 15 116.00 8 Pm'ect Mane ement 5,526.00 Total Cost Not to Exceed $118,235.00 The above - referenced not- to-exceed amount includes all expenses that Professional may incur as part of this project, including, but not limited to, all costs associated with parking, mileage, deliveries, and copies. The parties hereto agree and understand that the City shall not be liable and the Professional shall not make a claim against the City for any such expenses. Additional Services Professional will perform additional services, if any, at a price agreed upon by the parties in writing prior to the performance of such services. The City shall not be responsible or liable for any additional services performed by the Professional unless such additional services have been approved in writing prior to the performance of the same. APPENDIX 1 TO EXHIBIT A RATE SCHEDULE Staff Categoxv Hourly Rate* Administrative............................. ............................... $100.00 TechnicialTI ................................. ............................... $64.00 TechnicialT2 ................................. ............................... $76.00 TechnicialT3 ................................. ............................... $83.00 TechnicialT4 ................................. ............................... $96.00 TechnicialTS ............................... ............................... $108.00 Technicial T6 ............................... ............................... $137.00 TechnicialT7 ............................... ............................... $145.00 TechnicialT8 ............................... ............................... $186.00 Engineer/Scientist/Architect 1 ..... ............................... $100.00 Engineer /Scientist/Architect 2 ..... ............................... $110.00 Engineer /Scientist/Architect 3 ..... ............................... $115.00 Engineer/Scientist/Architect 4 ..... ............................... $127.00 Engineer /Scientist/Architect 5 ..... ............................... $162.00 Sr. Project Engineer /Scientist/Architect 6 .................. $170.00 Associate..................................... ............................... $225.00 SeniorAssociate .......................... ............................... $275.00 Officer...................................... ............................... $315.00 *Includes Multiplier EXHIBIT B Reimbursable Expenses Reimbursable expenses shall include costs for incidental items such as parking, mileage, deliveries, and copies. Such expenses will be invoiced to the City at the rates specified below but shall not exceed ONE THOUSAND FIVE HUNDRED AND NO 1100 DOLLARS ($1,500.00) under this Agreement. Reimbursable Rate Schedule Reproductions Paper Plot, B &W (11x17) $0.10/Plot Paper Plot, Color (11x1') $0.20/Plot Paper Roll Plot $0.60 /SF Paper Plot, B &W (8.5x11) $0.15 Travel* (not subject to the Factor of 1.10) Company Auto: IRS Approved Rate Rental Vehicle: Cost; provided that cost is no more than $40 /day Airfare: Cost Meals & Lodging: Cost 'All expenses associated with travel, meals and lodging must be approved in writing by the City prior to the Professional incurring any expense associated therewith; otherwise, the parties hereto agree and understand that the City shall not be liable and the Professional shall not make a claim against the City for any such expenses EXHIBIT C SCHEDULE OF WORK The Professional shall perform all of the services required herein within 196 calendar days after a written notice to proceed is issued by the City. EXHIBIT D SCOPE OF WORK A. Generally: The Professional shall provide engineering services necessary to develop and calibrate the extended period simulation ("EPS'l water distribution system hydraulic model (the "Work"). The scope includes updating the model with City and wholesale customer water infrastructure information, performing a Texas Commission on Environmental Quality C TCEQ ") alternative capacity requirements ( "ACR") analysis with the BPS model and assessing the effects and service conditions of wholesale customers (the "Project'). Professional shall perform and deliver the Project such that the City will be able to utilize and update the model and data generated for future use in capacity and performance evaluations, including regulatory compliance updates, such as ACR. B. Basic Services: Task 1— Data Collection and Review: Professional shall: 1. Consult with City to define and clarify City's requirements for the Project and available data; 2. Advise City as to the necessity of City's providing data or services, which are not part of Professional's Basic Services, and assist City in obtaining such data and services; 3. Review the City's current distribution system model, distribution system infrastructure features, and operational, water quality, energy, and GIS databases to obtain an understanding of currently available data and the limitations of these data for use in developing City of Baytown Water Distribution System EPS Model 4. Prepare a brief summary of the data sources reviewed will be prepared, describing the applicability and adequacy of each data source for supporting the EPS model and different modeling objectives. Task 2 — Modeling Objectives and Data Needs Workshop: Professional shall: 1. Organize and conduct a half -day workshop with the City a. to review and discuss the data analysis conducted in Task 1; b. to identify and prioritize modeling objectives and corresponding data needs/processes; and c. to develop general guidelines for the following: i. GIS / hydraulic model integration, ii. Model maintenance/updates, iii. Demand data management for hydraulic model, iv. Data corrections, and V. Integrating/managing various data sources for support of various hydraulic modeling objectives; 2. Inform the City of the TCEQ ACR extended period analysis strategy; 3. Develop a plan acceptable to the City to incorporate wholesale customer municipal utility districts ( "MUDs') into the City's distribution system model; and 4. Incorporate the objectives in the Technical Memorandum to be prepared in Task 7, which objectives will serve as a basis for the City's modeling program development. Task 3 — 24 -hour Extended Period Simulation Model Development and Calibration: Professional shall: 1. Develop and implement a 24 -hour EPS model calibration plan to meet the objectives outlined as part of Task 2, which plan shall include the following: a. Incorporating data collected and reviewed in Task 1 into the model as necessary for 24 hour BPS model development/calibration; b. Allocating demands based upon spatial representation of billing data using existing parcel layer, c. Field data collection procedures, which are to be performed by City staff with Professional's oversight; d. Model troubleshooting for executing 24 -hour simulations; e. Model calibration based upon field data collected during Summer 2012 conditions; and L Model validation based upon field data collected during Winter 2012 or low demand conditions (Winter 2012 or low demand field data collection will consist of only tank levels every two hours, and hourly finished water pumping flows/pressures); 2. Consult with City staff during the calibration process to review the model response and provide observations of any anomalies observed historically; and 3. Provide technical assistance /support for setting up loggers, installation guidance, and field assistance. Task 4 - Municipal Utility District System Model Incorporation Professional shall: 1. as requested by the City either: a. review the GIS data for the MUD systems and determine the level of effort to incorporate each MUD system GIS data into City's distribution system model; or b. determine the level of effort for a simplified approach to assess system pressure adequacy using the entry point node for each MUD based upon the agreed wholesale customer MUD system model incorporation plan from the Task 2 Workshop; 2. Review and incorporate the MUD system data into City's model, as directed by City; 3. With the water demands (uniform, peak hour, and peak day flows) for MUD customers' systems provided by the City, allocate such information first at the entry point node for calibration, and then allocated uniformly in the model throughout the MUD service areas, as applicable; and Individual large users (such as industrial wholesale customers) will be addressed, as necessary. 4. Perform a high level check once MUD systems have been added to the model to ensure the MUD systems are not impacting calibration results. The MUD system model extensions will only serve to assess service conditions beyond the original MUD entry point nodes, and therefore should not impact calibration results. The accuracy of the model in areas beyond the original MUD entry point nodes can be verified by the City over time based on general model results and if necessary a hydrant pressure monitoring program. Task 5 — ACR EPS Model Anal is: Professional shall: 1. Once the model is developed and calibrated for 24 -hour period simulations, set up and perform an ACR EPS model analysis based upon the agreed strategy from the Task 2 workshop; The model will be used to assess the ability of the existing distribution system infrastructure (pumping, storage, transmission lines, etc.) to comply with the TCEQ ACR If the current system performance is adequate to meet the ACR criteria, the modeling results will be used to justify the request for the ACR approval. 2. Retail in the technical memorandum described in Task 7 the process, assumptions and calculations used to meet ACR requirements and include a list of possible requirements and information necessary to update applications for future ACR approvals; 3. If the ACR criteria cannot be met for current demands, conduct hydraulic modeling to estimate the extent of additional capacity required; 4. Using the modeling results, assess the ability of the existing infrastructure (pumping, storage, transmission lines) to accommodate increased production or additional supplies; and 5. Summarize the results of the ACR simulations conducted in this task in the Technical Memorandum to be provided as part of Task 7. Task G - EPS Model Trainine Professional shall conduct a half -day training session for City staff to set up and execute EPS modeling scenarios for meeting various modeling objectives. Task 7 - Technical Memorandum and Model Deliyeuy Professional shall: 1. prepare and submit to the City a technical memorandum for review, which memorandum will summarize the data collection and review, modeling objectives/data needs workshop, general modeling program guidelines, 24 -hour model calibration procedures/results, MUD system model incorporation, preliminary model simulations, training, and conclusions and recommendations; 2. prepare and submit to the City the model calibration plan and calibrated EPS hydraulic model files; and 3. upon receipt of comments from the City, revise and issue a final version of the technical memorandum and water distribution system model. Task 8 - Project Management Professional shall provide general project management to fulfill all the requirements of this Agreement, including the coordination meetings throughout the Project and cost and quality control as required. C. Additional Services: The City shall not be responsible or liable for any additional services performed by the Professional unless such additional services have been approved in writing prior to the performance of the same. Professional will perform additional services at a price agreed upon by the parties in writing prior to the performance of such services based upon the rate schedule indicated in Exhibit "A." 0 0 AGREEMENT FOR PROFESSIONAL SERVICES STATE OF i LXAS ti COUNTY 01. I-IARRIS This Agreement (this "Agicement") entered into by and between Malcolm Pnmc, Inc , hereinaftet "the Protessional") and the City of Baytown, a home-rule municipality located in Harris atxl Chambeis Counties, 'l exas (the "City"). 1.Scope of Set vices/Professional tees This Agreement authOIIZCS PtofeSSIOnal to perform engincei►ng services foi the development of an extended pei iod simulation ("EPS") water disci ibulum systern hydraulic, model foi meeting vauous opciational and planning needs (the "Work") ioi and on behall of the City The compensation for Professional shall be on the basis clesct ibcd in Exhibit "A," and with icimbutsement ofcosts on the basis described to Exhibit "B." The time schedules for the Woik are attached as Exhibit "C " The scope of the Work and projection of costs of the constriction project are d5 denoted in Exhibit "D." Each of these Lxhibits "A" thiough "D" is incorporated into this Agi cement by i eference Fot all purposes Progi es% Reports Professional shall provide wiitten progress tepoits to the City regaiding the Woik and oral reports as iequestccl Such progress iepoit shall identily the projected time and cost required by the Professional to complctc the iemaining phases of the Work requued wider this Agiccment. 3.Personnel of the Professional a Professional's Ptolect Manager PtoFessional shall designate (;Aff RADALA15 , P E., to serve as Project Manager fot the Woik pcifoimed under this Agreement Any change of Project Managei shall icqune thitty days' advance written approval horn the City's lZepresentative b Licensed and Registeied Engineers I'tolessional shall keep a hill-time regtstcted engineer licensed in the state of Texas on staff and assigned to the Woik For the duration of its pet formance of the Wotk c Data on Professional's Employees Piioi to commencement of the Woik Piotcsstonal shall forwaid to the City a detailed resume of the peisotuiel that will be assigned to the Work. Such personnel shall include, but not be limited to, engineers Avreement foi Proks-,ional Services, Pa-e d.Rejection of Professional's Employees The City reserves the right to approve or reject from the Work any employees of the Professional. 4.Designation and Duties of the City's Representative a. The City's Director of 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 Professional'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. 5.Standards of Performance a. The Professional shall perfonn all services under this Agreement with the care and skill ordinanly used by members of Professional's profession practicing under the same or similar circumstances, time and locality. Professional 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. Professional shall correct such deficiencies without additional compensation. b Codes and Standards 1) All references to codes, standards, environmental regulations and/or matenal 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 furnished on any City project shall be in accordance with ASTM, ACI, TxDOT, 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 2 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. 5) The codes and standards used in the profession set forth minimum requirements These may be exceeded by the Contractor or the Professional 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. The Professional shall state the alternative codes and regulations used. 6) Professional agrees the services it provides as an experienced and qualified engineer will reflect the professional standards, procedures and performances common in the industry for this project. Professional 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) Professional shall promptly correct any defective analysis caused by Professional at no cost to City. The City's approval, acceptance, use of or payment for all or any part of Professional's services hereunder or of the Work itself shall in no way alter Professional's obligations or the City's rights under this Agreement As applicable, Professional 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. 6.Schedule Professional 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, Professional grants to the City an ownership interest in the Instruments of Service. Professional shall obtain similar interests from the City and Professional's consultants consistent with this Agreement. As noted in Articles 5 & 11, Professional 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 Professional's name and all references to Professional 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 ansing out of or in connection with any reuse of the documents by the City. Agreement for Professional Services,Page 3 8.Insurance Professional shall procure and maintain at its sole cost and expense for the duration of the Agreement, insurance against claims for injures to person or damages to property which may arise from or in connection with the performance of the Work hereunder by Professional, its agents, representatives, volunteers, employees or subconsultants. a.Professional'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 Professional's insurance and shall not contribute to it Further, Professional 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: $1,000,000 Products & Completed Operations Aggregate: $1,000,000 Personal & Advertising Injury. $1,000,000 Per Occurrence- $500,000 Fire Damage $50,000 Coverage shall be at least as broad as ISO CG 00 01 10 97 No coverage shall be deleted from standard policy without notification of individual exclusions being attached for review and acceptance. Z.Business Automobile Policy Combined Single Limits. $500,000 Coverage for"Any Auto" 3 Errors and Omissions Limit- $500,000 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 construction of the Work is completed. 4 Workers' Compensation Statutory Limits Employer's Liability $500,000 Waiver of Subrogation required Agreement for Professional Services, Page 4 0 b The following shall be applicable to all policies of insurance required herein 1 Insurance carver for all liability policies must have an A M Best Rating of B+;V I II or better. 2. Only insurance carvers 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 certified mail, return receipt requested, has been given to the City. 5 The City, its officers, agents and employees are to be added as Additional Insureds to all liability policies, with the exception of the Workers Compensation and Errors and Omissions Policies required herein 6 Upon request and without cost to the City, certified copies of all insurance polices and/or certificates of insurance shall be furnished to the City. 7 Upon request and without cost to the City, loss runs (claims listing) of any and/or all insurance coverages shall be furnished to the City. 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 Professional. Professional 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 PROFESSIONAL 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, ARISING OUT OF, OR IN CONNECTION WITH THE WORK DONE BY PROFESSIONAL UNDER THIS CONTRACT CAUSED Agreement for Professional Services, Page 5 i BY THE SOLE OR JOINT NEGLIGENCE OF PROFESSIONAL. IT IS THE EXPRESSED INTENTION OF THE PARTIES HERETO, BOTH PROFESSIONAL AND THE CITY, THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH IS INDEMNITY BY PROFESSIONAL TO INDEMNIFY AND PROTECT THE CITY FROM THE CONSEQUENCES OF PROFESSIONAL'S OWN NEGLIGENCE, WHETHER THAT NEGLIGENCE IS THE SOLE OR A CONCURRING CAUSE OF THE RESULTING INJURY, DEATH OR DAMAGE. SUCH INDEMNITY SHALL NOT APPLY, HOWEVER, TO LIABILITY ARISING FROM THE PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE OF PERSONS THAT IS CAUSED BY OR RESULTS FROM THE NEGLIGENCE OF THE CITY. IN THE EVENT THAT ANY ACTION OR PROCEEDING IS BROUGHT AGAINST THE CITY FROM WHICH THE CITY IS INDEMNIFIED, PROFESSIONAL FURTHER AGREES AND COVENANTS TO DEFEND THE ACTION OR PROCEEDING BY LEGAL COUNSEL ACCEPTABLE TO THE CITY.THE INDEMNITY PROVIDED FOR IN THIS ARTICLE IX SHALL SURVIVE THE TERMINATION 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. Professional assumes full responsibility for its work 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 Professional's work to be performed hereunder. This release shall apply with respect to Professional's work regardless of whether said claims, demands, and causes of action are covered in whole or in part by insurance. 10. Subcontractors and Subconsultants Professional 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. Agreement for Professional Services, Page 6 s 0 11. Termination of Professional 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 Professional of the City's election to do so Furthermore, the City may immediately and without notice terminate this Agreement if Professional 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 Professional 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 Professional; d) the dissolution of Professional; e) refusing or failing to prosecute the Work or any separable part, with the diligence that will ensure its completion within the time specified in this Agreement, f) failing to complete work wthin 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, Professional shall discontinue all services in connection with the performance of the Agreement. Within ten (10) days after receipt of the notice of termination, Professional 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, Professional shall also tender all of Professional's work product, whether complete or not, in an acceptable form and forinat to the City's Representitive. No final payment will be made until all work product is so tendered. If this Agreement is terminated for cause, Professional shall be liable for any damage to the City resulting therefrom. This liability includes any increased costs incurred by the City in completing Professional's work 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 regarding the Work or the construction of the project. 13. Supervision of Professional Professional is an independent contractor and the City neither reserves nor possesses any right to control the details of the Work performed by Professional under the terms of this Agreement 14. Billing The City shall have thirty (30) days to pay Professional's bills from the date of receipt of such bills All bills must identify with specificity the work or services performed and the date(s) of Agreement for Professional Services,Page 7 0 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 The Professional shall invoice the City for work performed no more than once a month. 15. Reputation in the Community Professional shall retain a high reputation in the community for providing professional engineering and testing services. Professional 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 engineering services andlor(b) seeks to deny the Professional the nght to practice engineering services or to perform any other services in the state of Texas. 16. Payroll and Basic Records a Professional 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.Professional 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. Professional shall permit such representatives to interview Professional's employees during working hours on the job 17. 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. 18. Notices Unless otherwise provided in this Agreement, any notice provided for or permitted to be given must be in writing and delivered in person or by depositing same in the United States mail, postpaid and registered or certified, and addressed to the party to be notified, with return receipt requested, or by delivering the same to an officer of such party. Notice deposited in the mail as described above shall be conclusively deemed to be effective, unless otherwise stated in this Agreement, from and after the expiration of three (3) days after it is so deposited. For the purpose of notice, the addresses of the parties shall be as follows unless properly changed as provided for herein below: For the City- Agreement for Professional Services, Page 8 CITY OF BAYTOWN Attn: City Manager P. O. Box 424 Baytown, Texas 77522-0424 FAX. 281-420-6586 For the Professional: MALCOLM PIRNIE, INC. 2929 Briarpark Drive, Suite 300 Houston, Texas 77042 Fax 713 977-4620 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 19. No Third Party Beneficiary This Agreement shall not bestow any rights upon any third party, but rather, shall bind and benefit Professional and the City only 20. No Right to Arbitration Notwithstanding anything to the contrary contained in this Agreement, the City and Professional hereby agree that no clairn or dispute between the City and Professional 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, Professional consents to be joined in the arbitration proceeding if Professional's presence is required or requested by the City of complete relief to be recorded in the arbitration proceeding. 21. 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. 22. Complete Agreement This Agreement represents the entire and integrated agreement between the City and Professional 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 Professional accept and agree to these terms Agreement for Professional Services, Page 9 i 23. No Assignment Professional may not Sell of assi-n all of pact interest in this Agreement to another party of parties without the puoi cxpicsti wiitten approval of the City Managei of such sale of assignment The City may ieyucie any records of financial statements necessary in its opinion to ensure such sale of assignment will be in the best interest of the City 24. Headings The headings used in this Atiicement aie foi general tefeicnu,c only and do not have special significance 25. Sevei ability All parties agree that should any piovision 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 fiilI force and effect 26. Ambiguities In the event of any ambiguity in any of the tei ms of this Agi cement, it shall not be consti ued for of against any party hereto on the basis that such party did or did not author the same. 27. Authoi ity The officers executing this Agrcement on behalf of the paities heieby iepiesent that such officers have frill authouty to execute t1w, Agicement and to bind the party he/she represents. IN WITNESS WHEREOF, the paities heicto have executed this Agreement in multiple copies, each of which shall be de nPfI to be an origu a , b t r I of which shall constitute but one and the same Agieement on the t""` C ay of 2012, the date of execution by the City Managei of t is City of Baytown MALCOLM PIRNIE, INC. Si, atuie) Printed Name) JIB Rzer -k bt_-,C Title) CITY OF BAYTOWN OBERT D LLIPLR, City Mana er Agreement For Professional Set vu.es, P,igL 10 S ATTEST. i:' ca: s: s 0 LETIC. A RYSCII, City ql.s APPROVLD AS TO FORM 4 ACIO RANIIREL, SR., Ct y At STATE or'TEXAS ti COON I Y 01, I-IARRIS Belore nie on tlus day personalty appealed Toll f1 F S p(I-I' k S to tits/het capacity as Atli RCS: CIC'C)-(of ivlalcolnl Piinie, Inc, , on behalf of such corpot ation, v known to nie, proved to nie on the oath of 01 moved to me through his/het cut i ent dcscriptton of identification card of othei document Issued by the fedeial govei nnient of any state government that contains the photograph and signature of the ,1Lknowledging peison} check one) to be the person whose name IS subscribed to the fotegotng nlsttumcnt and acknowledged to me that he/she eaccutcd the same tot the purposes and considetation therein expressed SU13SCIZIBLD AND SWORN befote me this qW-) day of IT]GIYC 2012 Lk Notai y [ ubhc in angi f ► the State of Texas MICHELLE r11ANGOGNA MARK0NIC11 Notary Public State of Texas My Commission Expires July 30, 2015 ColL01?-ap}s:ri4 t-.inp:. iM l::,ame.mg Agcrm--.I%ARC ADISAgrecmcri.k- Agreement toi Prote o ional Services, Page t 1 EXHIBIT A COMPENSATION Services of Professional required under this Agreement shall not exceed ONE HUNDRED EIGHTEEN THOUSAND TWO HUNDRED THIRTY-FIVE AND NO/100 DOLLARS ($118,235 00) based upon the rate schedule, which is attached hereto and incorporated herein as Appendix I to this exhibit, and shall not exceed the following for any task of the project. Mi M 1 Data Collection and Review r37,976.00 5.00 2 ModelingObjectives and Data Needs Workshop0 00 3 24-hour Extended Period Simulation Model Development and Calibration 4 Municipal Utility District System Model 15,000 00 Incorporation 5 ACR EPS Model Analysis 9,011 00 6 EPS Model Training 8,121.00 7 Technical Memorandurn and Model Delivery 15,1 16.00 8 Project Management 5,52600 Total Cost Not to Exceed 118 235.00 The above-referenced not-to-exceed amount includes all expenses that Professional may incur as part of this project, including, but not limited to, all costs associated with parking, mileage, deliveries, and copies. The parties hereto agree and understand that the City shall not be liable and the Professional shall not make a claim against the City for any such expenses Additional Services Professional will perform additional services, if any, at a pnce agreed upon by the parties in writing pnor to the perfonnance of such services The City shall not be responsible or liable for any additional services performed by the Professional unless such additional services have been approved in writing prior to the performance of the same APPENDIX 1 TO EXHIBIT A RATESCHEDULE Staff Caleg`r_y Hourly Rate* Administrative.............. .. 100.00 Technicial Tl.. . ....... ... ................................. 64 00 Technicial T2....... ... 76.00 Technicial T3 83.00 Technicial T4 .. .... ..... .... ... ......................................$96.00 Technicial T5......................................................... ....$108 00 Technicial T6................... ... . .. . . .. 137.00 Technicial T7 145.00 Technicial T8........................................ .... 186 00 Engineer/Scientist/Architect 1 . 100.00 Engineer/Scientist/Architect 2....................................$110.00 Engineer/Scientist/Architect 3.......... ..... ... 115 00 Engineer/Scientist/Architect 4... ....... .... ..................$127.00 Engineer/Scientist/Architect 5....................................$162.00 Sr. Project Engineer/Scientist/Architect 6..... . ...... .$170.00 Associate . , 225 00 Senior Associate 275.00 Officer S315 00 Includes Multiplier EXHIBIT B Reimbursable Expenses Reimbursable expenses shall include costs for incidental itcros such as parking, mileage,deliveries, and copies. Such expenses will be invoiced to the City at the rates specified below but shall not exceed ONE THOUSAND FIVE HUNDRED AND NO/100 DOLLARS ($1,500.00) under this Agreement. Reimbursable Rate Schedule Reproductions Paper Plot, B&W (I I x 17) 0 10/Plot Paper Plot, Color(I I x 17) 0.20/Plot Paper Roll Plot 0.60/SF Paper Plot, B&W (8 5x 11) 0 15 Travel* (not subject to the Factor of 1.10) Company Auto: IRS Approved Rate Rental Vehicle Cost,provided that cost is no more than $40/day Airfare. Cost Meals& Lodging.Cost All expenses associated with travel, meals and lodging must be approved in writing by the City pnor to the Professional incurring any expense associated therewith; otherwise, the parties hereto agree and understand that the City shall not be liable and the Professional shall not make a claim against the City for any such expenses EXHIBIT C SCHEDULE OF WORK The Professional shall perform all of the services required herein within 196 calendar days after a written notice to proceed is issued by the City. EXHIBIT D SCOPE OF WORK A. Generally: The Professional shall provide engineering services necessary to develop and calibrate the extended period simulation ("EPS") water distribution system hydraulic model (the "Work"). The scope includes updating the model with City and wholesale customer water infrastructure information, performing a Texas Commission on Environmental Quality ("TCEQ") alternative capacity requirements ("ACR") analysis with the EPS model and assessing the effects and service conditions of wholesale customers (the "Project") Professional shall perform and deliver the Project such that the City will be able to utilize and update the model and data generated for future use in capacity and performance evaluations, including regulatory compliance updates, such as ACR. B. Basic Services: Task I — Data Collection and Review: Professional shall• 1. Consult with City to define and clanfy City's requirements for the Project and available data; 2 Advise City as to the necessity of City's providing data or services, which are not part of Professional's Basic Services, and assist City in obtaining such data and services; 3. Review the City's current distribution system model, distribution system infrastructure features, and operational, water quality, energy, and GIS databases to obtain an understanding of currently available data and the limitations of these data for use in developing City of Baytown Water Disinbution System EPS Model 4 Prepare a brief summary of the data sources reviewed will be prepared, describing the applicability and adequacy of each data source for supporting the EPS model and different modeling objectives. Task 2—Modeling Objectives and Data Needs Workshop: Professional shall: i Organize and conduct a half-day workshop with the City a to review and discuss the data analysis conducted in Task 1; b to identify and prioritize modeling objectives and corresponding data needs/processes, and c. to develop general guidelines for the following- i. GIS/hydraulic model integration, It Model maintenance/updates, ui Demand data management for hydraulic model, iv. Data corrections, and v integrating/managing various data sources for support of vanous hydraulic modeling objectives; 2. Inform the City of the TCEQ ACR extended period analysis strategy; 3 Develop a plan acceptable to the City to incorporate wholesale customer municipal utility districts("MUDs") into the City's distribution system model; and 4. incorporate the objectives in the Technical Memorandum to be prepared in Task 7, which objectives will serve as a basis for the City's modeling program development Task 3—24-hour Extended Period Simulation Model Development and Calibration: Professional shall- 1 Develop and implement a 24-hour EPS model calibration plan to meet the objectives outlined as part of Task 2, which plan shall include the following. a. Incorporating data collected and reviewed in Task I into the model as necessary for 24-hour EPS model development/calibration; b. Allocating demands based upon spatial representation of billing data using existing parcel layer; c Field data collection procedures, which are to be performed by City staff with Professional's oversight, d. Model troubleshooting for executing 24-hour simulations, e Model calibration based upon field data collected dunng Summer 2012 conditions; and f. Model validation based upon field data collected during Winter 2012 or low demand conditions (Winter 2012 or low demand field data collection will consist of only tank levels every two hours, and hourly finished water pumping flows/pressures); 2 Consult with City staff dunng the calibration process to review the model response and provide observations of any anomalies observed historically, and 3. Provide technical assistance/support for setting up loggers, installation guidance, and field assistance. Task 4 -Municipal Utility District System Model Incorporation Professional shall 1. as requested by the City either a review the GIS data for the MUD systems and determine the level of effort to incorporate each MUD system GIS data into City's distnbution system model, or b. determine the level of effort for a simplified approach to assess system pressure adequacy using the entry point node for each MUD based upon the agreed wholesale customer MUD system model incorporation plan from the Task 2 Workshop, 2 Review and incorporate the MUD system data into City's model, as directed by City, 3. With the water demands (uniform, peak hour, and peak day flows) for MUD customers' systems provided by the City, allocate such information first at the entry point node for calibration, and then allocated uniformly in the model throughout the MUD service areas, as applicable, and Individual large users (such as industnal wholesale customers) will be addressed, as necessary. 4 Perform a high level check once MUD systems have been added to the model to ensure the MUD systems are not impacting calibration results The MUD system model extensions will only serve to assess service conditions beyond the original MUD entry point nodes, and therefore should not impact calibration results. The accuracy of the model in areas beyond the original MUD entry point nodes can be verified by the City over time based on general model results and if necessary a hydrant pressure monitoring program Task 5—ACR EPS Model Analysis: Professional shall: 1 Once the model is developed and calibrated for 24-hour penod simulations, set up and perform an ACR EPS model analysis based upon the agreed strategy from the Task 2 workshop, The model will be used to assess the ability of the existing distribution system infrastructure (pumping, storage, transmission lines, etc.) to comply with the TCEQ ACR. If the current system performance is adequate to meet the ACR criteria, the modeling results will be used to justify the request for the ACR approval. 2. Detail in the technical memorandum described in Task 7 the process, assumptions and calculations used to meet ACR requirements and include a list of possible requirements and information necessary to update applications for future ACR approvals; 3 If the ACR criteria cannot be met for current demands, conduct hydraulic modeling to estimate the extent of additional capacity required; 4. Using the modeling results, assess the ability of the existing infrastructure (pumping, storage, transmission lines) to accommodate increased production or additional supplies; and 5. Summarize the results of the ACR simulations conducted in this task in the Technical Memorandum to be provided as part of Task 7. Task 6 - EPS Model Training Professional shall conduct a half-day training session for City staff to set up and execute EPS modeling scenarios for meeting various modeling objectives. Task 7 -Technical Memorandum and Model Delivery Professional shall- I. prepare and submit to the City a technical memorandum for review, which memorandum will summarize the data collection and review, modeling objectives/data needs workshop, general modeling program guidelines, 24-hour model calibration procedures/results, MUD system model incorporation, preliminary model simulations, training, and conclusions and recommendations; 2 prepare and submit to the City the model calibration plan and calibrated EPS hydraulic model files, and 3. upon receipt of comments from the City, revise and issue a final version of the technical memorandum and water distribution system model. Task 8 -Project Management Professional shall provide general project management to fulfill all the requirements of this Agreement, including the coordination meetings throughout the Project and cost and quality control as required C. Additional Services: The City shall not be responsible or liable for any additional services performed by the Professional unless such additional services have been approved in writing prior to the performance of the same. Professional will perform additional services at a price agreed upon by the parties in wasting prior to the performance of such services based upon the rate schedule indicated in Exhibit"A" SECOND AMENDMENT TO THE AGREEMENT FOR PROFESSIONAL SERVICES STATE OF TEXAS § COUNTY OF HARRIS § This Second Amendment("Second Amendment")to that certain"Agreement for Professional Services"between the City of Baytown and Malcolm Pirnie,Inc.,dated March 9,2012,is made by and between the same parties on the date hereinafter last specified. WITNES SETH: WHEREAS, the City of Baytown(the "City") and Malcolm Pirnie, Inc., (hereinafter "the Professional") did enter into an Agreement for Professional Services for the development of an extended period simulation water distribution system hydraulic model for meeting various operational and planning needs ("Agreement"); and WHEREAS, the City and the Professional entered into the First Amendment to the Agreement on August 1,2012,for the Professional to assist with the provision,installation and setup of pressure loggers and data retrieval and processing; and WHEREAS,the City desires the Professional to provide an expanded scope of basic services related to improvements to the GIS database and a hydraulic model selection workshop;and WHEREAS,Professional desires to perform the work specified herein in accordance with the terms and conditions contained in this Second Amendment and the Agreement; NOW THEREFORE,for and in consideration of the mutual covenants and agreements herein contained,the parties hereto do hereby mutually agree as follows: 1. Defmitions. Unless a different meaning clearly appears from the context,words and phrases as used in this Second Amendment shall have the same meanings as in the Agreement and the First Amendment 2. Amendment 2.01 Exhibit A"Compensation"of the Agreement is hereby amended to read as follows: EXHIBIT A COMPENSATION Services of Professional required under this Agreement shall not exceed ONE HUNDRED THIRTY-NINE THOUSAND TWO HUNDRED THIRTY-FIVE AND NO/100 DOLLARS ($139,235.00)based upon the rate schedule, which is Second Amendment to the Agreement for Professional Services,Page 1 i r '� • • • attached hereto and incorporated herein as Appendix 1 to this exhibit,and shall not exceed the following for any task of the project: Task Service Phase Cost not to Exceed 1 Data Collection and Review $ 14,665.00 2 Modeling Objectives and Data Needs Workshop 12,820.00 3 24-hour Extended Period Simulation Model 37,976.00 Development and Calibration 4 Municipal Utility District System Model Incorporation 15,000.00 5 ACR EPS Model Analysis 9,011.00 6 EPS Model Training 8,121.00 7 Technical Memorandum and Model Delivery 15,116.00 8 Project Management 5,526.00 9 GIS Updates $21,000 10 Hydraulic Model Software Selection Workshop Total Cost Not to Exceed The above-referenced not-to-exceed amount includes all expenses that Professional may incur as part of this project, including, but not limited to, all costs associated with parking, mileage, deliveries, and copies. The parties hereto agree and understand that the City shall not be liable and the Professional shall not make a claim against the City for any such expenses. Additional Services Professional will perform additional services, if any, at a price agreed upon by the parties in writing prior to the performance of such services. The City shall not be responsible or liable for any additional services performed by the Professional unless such additional services have been approved in writing prior to the performance of the same. 2.02 The first paragraph of Exhibit B"Reimbursable Expenses"is hereby amended to read as follows: EXHIBIT B Reimbursable Expenses Reimbursable expenses shall include costs for incidental items such as parking,mileage,deliveries,and copies.Such expenses will be invoiced to the City at the rates specified below but shall not exceed FOUR THOUSAND FIVE HUNDRED AND NO/100 DOLLARS ($4,500.00)under this Agreement. 2.03 Exhibit C "Schedule of Work" of the Agreement is hereby amended to read as follows: Second Amendment to the Agreement for Professional Services,Page 2 • • EXHIBIT C SCHEDULE OF WORK The Professional shall perform all of the services required herein in Tasks 1- 8 within 196 calendar days after a written notice to proceed is issued by the City. The Professional shall perform all of the services required herein in Tasks 9— 10 within 21 calendar days after a written notice to proceed is issued. 2.04 Section B "Basic Services," of Exhibit D "Scope of Work" of the Agreement, is hereby amended to add the following services to basic services: B. Basic Services: Task 9 —GIS Updates This task is designed to provide a complete picture of the City's water distribution system,to create a one-to-one match with the hydraulic model,to improve the hydraulic model's functionality and accuracy; and to provide a basis for the City to utilize asset management in the future. In this task,Professional shall: ➢ migrate the City's GIS shapefiles into the Water Utility geodatabase, using the schema's attributes and domains to ensure that the data is validated and as accurate as possible; ➢ utilize attributes from the hydraulic model to fill in information that is currently lacking in the GIS shapefiles; ➢ once the GIS shapefiles are successfully migrated into the Water Utility geo database and attributed with the best available information, create a geometric network to support proper note/link connectivity and validate the same; and ➢ provide the following additional deliverables: o Geodatabase of the water distribution network o Reference poster of the Water Utility geodatabase schema. Task 10 —Hydraulic Model Software Selection Workshop: This task is designed to facilitate the selection of modeling software and provide the City a firsthand look at each product before purchasing. In this task,Professional shall: ➢ conduct a model selection workshop to highlight key features and user interfaces in both Water GEMS(by Bentley)and InfoWater (by Innovyze) software; ➢ provide live demonstrations on each platform, including GIS data imports/synchronization between hydraulic model and GIS; ➢ discuss with the City and advise the City in writing the strengths and limitations of each software relative to the needs of the City; ➢ prepare and present a budgetary cost comparison based upon Second Amendment to the Agreement for Professional Services,Page 3 equivalent software packages/modules and GIS and stand-along operability; and ➢ provide the following additional deliverables: o Software selection memorandum summarizing workshop discussion and decisions. 3. Entire Agreement. The provisions of this Second Amendment and the provisions of the First Amendment and the Agreement should be read together and construed as one agreement provided that, in the event of any conflict or inconsistency between the provisions of this Second Amendment and the provisions of the First Amendment and/or Agreement, the provisions of this Second Amendment shall control. Nothing contained in this First Amendment shall be construed in any way to limit or to waive the City's sovereign immunity. IN WITNESS WHEREOF, the parties hereto have executed this Amendment in multiple copies,each of which shall be 4emed to b- ;n o • na but all of which shall constitute but one and the same amendment,this I ay of ,$ I ,2012,the date of execution by the City Manager. MALCOL , INC. • By: Signature) A.) I (Printed Name) (Title) ATTEST: �T(� 1/C Secret ry Second Amendment to the Agreement for Professional Services,Page 4 • • CITY OF BAYTOWN By. •- P'S BERT D. LEIPER, ity Ma ager • B YS H y Clerk APPRO AS TO FORM: 422r ACI°R�MTRF.Z, SR., Ci ttorney • R:\Karen\Files\Engineering\Engineering Agreements\ARCADIS\SecondAmendment.doc Second Amendment to the Agreement for Professional Services,Page 5 V I 0 A4c-c3RO, CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 03/07/2012 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to15 the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the tr-.. certificate holder in lieu of such endorsement(s). a)CONTACT PRODUCER NAME: 9 Aon Risk Services South, Inc. PHONE (866) 283-7122 FAX (847) 953-5390 at Franklin TN Office (A/C.No.Ext): (A/C.No.): -p 501 Corporate Centre Drive E-MAIL c Suite 300 ADDRESS: _ Franklin TN 37067 USA INSURER(S)AFFORDING COVERAGE NAIC# ' INSURED INSURER A: XL Specialty Insurance Co 37885 Malcolm Pirnie, Inc. INSURER B: Greenwich insurance Company 22322 44 S. Broadway 15th & 16th Floors INSURERC: White Plains NY 10602 USA INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:570045470838 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested INSR ADDL SUBR POLICY EFF ' POLICY EXP LTR TYPE OF INSURANCE INSR WVD POLICY NUMBER (MMIDDIYYYY) (MM/DD LIMITS B GENERAL LIABILITY Y Y GEc001076110 1JOl/20101/01/2013EACH OCCURRENCE $1,000,000 General Liability DAMAGE TO RENTED X COMMERCIAL GENERAL LIABILITY PREMISES(Ea occurrence) $1,000,000 CLAIMS-MADE I X I OCCUR MED EXP(Any one person) $10,000 PERSONAL&ADVINJURY $1,000,000 2 GENERAL AGGREGATE $2,000,000 r GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $2,000,000 g POLICY n JE� n LOC o A AUTOMOBILE LIABILITY Y Y AEC001075810 01/01/2012 01/01/2013 COMBINED SINGLE LIMIT $1,000,000 Lo AU to (AOS) (Ea accident) .. X ANY AUTO BODILY INJURY(Per person) 0 ALL OWNED SCHEDULED BODILY INJURY(Per accident) d AUTOS AUTOS '' HIRED AUTOS NON-OWNED PROPERTY DAMAGE CO AUTOS (Per accident) I= 1 B /0 Y UE0001075910 01/01/2012 011/2013 X UMBRELLA LIAR X OCCUR EACH OCCURRENCE $1,000,000 U umbrella AGGREGATE $1,000,000 EXCESSLIAB CLAIMS-MADE SIR applies per policy terms & conditions , DED X RETENTION$10,000 A WORKERS COMPENSATION AND Y RWD943516306 01/01/2012.01/01/2013 )( TORY STATS ERH EMPLOYERS'LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? I N I N/A (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 IIIII ams DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(Attach ACORD 101,Addltlonal Remarks Schedule,If more space Is required) City of Baytown is included as Additional Insured as required by written contract, but limited to the operations of the Insured wcyt under said contract with respect to the General Liability, Auto Liability and Umbrella Liability policies. A Waiver of - Subrogation is granted in favor of Additional Insured as required by written contract but limited to the operations of the Insured under said contract, with respect to the General Liability, Auto Liability, Umbrella Liability and Workers' y Compensation policies. 1- CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Baytown AUTHORIZED REPRESENTATIVE P.O. Box 424 Baytown, TX 77522 USA ile Mieloec.70144fened��i M 1.1 ©1988-2010 ACORD CORPORATION.All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD