Ordinance No. 12,304ORDINANCF, NO. 12,304
AN ORDINANCE OFTIU." ury COUNCIL OF"T111"' CITY OF BAYTOWN,-I-EXAS,
ALTHIORVING AND DIRECTING '111E CITY MANAGER TO I"XI"CLAT A
PRWJ`1SSIONAL SF,'RVICES A(JREL"MENTWITH MALCOLM PIRNIE, INC., FOR
ENGINEERING SERVICTS ASSOCIATED wrri-i 'ri-m ary OF BAYTOWN
SUH'IRVISORY CONTROL AND DATA ACQUISITION (SC I ADA) MAS7I -I`R ]-,[,AN
PROJEC,T; AUTHORIZING PAYMI_`NT BY THE CITY Of- BAYTOWN IN AN
AMOUNT NOT"TO l"'WTITI) NINETY-EIGHT'ITIOUSAND FIVE HUNDRED AND
NO/100 DOLLARS ($98,500.00); MAKING OTHER PROVISIONS RELATED
THERETO; AND PROVIDING 177 "I HII EH"'ECTIVE' ESA TE,rI-IERr.:OF.
a V * * * * * * * * ** * * * * * * * * * * * ** * * * * * * * * ** * 44 * A: * * * * * * * ** * * * * * * * * * * * * * 4, * * * * * * * * * ** *1, * * * * * * * * * **
131' IT ORDAINED BY "TI IE CITY COUNC11. W''1111" CITY OFBAYTOWN,TEXAS:
Section 1: That the City COLHICil ot'the City of Baytown, Texas, hereby al.11.1iorizes and
directs the City Manager to execute as Professional Set-vices Agreement with Malcolm Pirnie, Inc., for
engineering services associated with the City of'Baytown SUpervisory Control and Data AcqUiSiti011
(SCADA) Master Plan Project.
Section 2: That the City Council of"the ( I ity of Baytown aLIth0I'iZCS payment to Malcolm
pirnic, Inc., in an arnount. not to exceed NINETY-E'lGH I"ITIOUSAND FIVE I 1UNDRI".D AND N0/100
DOLLARS ($98,500.00) for engineering services in accordance with the agreement authorized in Sectlol'i
I hereinabove,
Section 3: That the City Manager is hereby granted general authority to approve a decrease
or an increase in costs by HFT'Y THOUSAND AND NO/100 DOI-LARS ($50,(bWOO) or less, provided
that the amount authorized in Section 2 hereof' may not be increased by more than twenty-five percent
(25%).
Section 4 This ordinance shall take effect immediately
City COLIFICil ol'the City ol'Baytown, I
INTRODUCED, READ and PASSED by the affirmative
Baytown this the 25"' day of July, 2013,
LE�JICIA BRYSCH, City
APPROVED AS TO FORM:
o, i
it Attorney
S
and after its passage by the
of the City Council of' the City of'
R:\Karen\Fflcs\City ('L)titicii\Ordii),iiices\20131.hi I y 25\Nlalcolm Ili iiijc4S(.AI)AM�iqlcrlllztilllrojcct.(loc
CA RLOS, Mayor
Exhibit "A"
STANDARD FORM OF AGREEMENT
BETWEEN OWNER AND CONSULTANT
FOR
PROFESSIONAL SERVICES
THIS AGREEMENT effective as of the — day of July, 2013 ("Effective Date").
Between
City of Baytown ("OWNER")
and
Malcolm Pirnie, Inc. ("CONSULTANT")
OWNER intends to contract to provide professional engineering services related to the development of a
Supervisory Control and Data Acquisition (SCADA) Master Plan for its water and wastewater systems to efficiently
implement, operate and maintain its SCADA systems. ("Project").
OWNER and CONSULTANT in consideration of their mutual covenants as set forth herein agree as follows:
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page I of 13
TABLE OF CONTENTS kim
ARTICLE l- SERVICES 0F CONSULTANT ...... ............ ................ ................. ............... ....... ............. .............. .... 3
1lUScope ............. ...................................................... ....................... ............... ~_ .... ....... .......... .................. 3
ARTICLE 3-OWNER'S RESPONSIBILITIES ........ ......................................................................... --................... .... 3
%JOl General ...... ...... ........... --- ............. ........... ........... ._._-..~__~__......... .... -_ ........ _............... 3
ARTICLE 3-TIMES FOR RENDERING SERVICES ............. .............. ................... ...... ....... -._.._....................... 3
3.01 General ...................................... ................................................................ ............... ...... _._,.,....... - ........ -..3
102 Suspension .................................................................. ~. ... ............ ... _ ..... ... -_ ....... ................ -3
ARTICLE 4- PAYMENTS IO CONSULTANT ................................................................... ........... .-.......... ........ ._.3
4,Ol Methods of Payment for Services and Reimbursable Expenses o[ CONSULTANT .............. --.~............ 3
4.02 Other Provisions Concerning Pmymemts~ .................. .................. ................................................................. 3
ARTICLE 5- OPINIONS 0E COST ..... ..-_.... ~ ....... ....... ...... ....... ._ ... ... ........ ................ -..—_.__.-_.4
5.01 Opinions of Probable Construction Cost ............ ~...... ...... .......... ......................... ........ ..... ............... .—._4
5.82 Designing m Construction Cost Limit ... .............................................. ....................................................... ..4
5�.03 Opinions of Total Project Costs ............ ~ .............................................. ........ __........
_.__4
ARTICLE 6-GENERAL CONSIDERATIONS ....... .... ...... -. ... .......... _ ............ ................................................. 4
ti0t Standards of Performance ................................ ........... ............ ......... .......................... -- ....... ....... -....... ..4
6.02 Authorized Project ........ ................... —.................... ...... ....... ........................... ....... 5
618 Design without Construction Phase Services ................. - ......... ............... --- ................................ ---..6
6.04 Use mf Documents .. ......... .. ....... .......... ........................................................ ........... ......... -^''''`~'^'^`^'''-6
6.0S Insurance .................................... ............... .................. ......... ------'-^^^~~~^^^^'-~-^`^------''6
6.06 Temmaimatiou ........ .............................. ............................................ ................................ ..... .......... ...... _7
6.07 Controlling Law ...................... .... ................ .......... ................... ........................................ .................. 7
6.O8 Successors, Assigns, and Beneficiaries ...... . ............. .................................................................................... 7
6.09 Dispute Resolution ....... .......... ............... .......... ,.................. ................ ........ __. ...... .__...........,~..7
6.|O Hazardous Environmental Condition .............. ............................................................................... ....... ........ 7
6.1l Allocation mf Risks ................................. ........... ................ _ ............ --- ........................................ ......... .8
6.12 Notices .................. ..~ .......... ............................ ....... ......... .... ' ..... .. ................ .......................... .......... ........ 8
6.13 Survka\. ...... --- .......... ......................................................... ............... .. .................. .............. _ ............... ... 0
6i14Sevnrability................................ ~...... --- ...................................................................................... ................. W
6i15Waiver ................ ..................... .............. ..... ................. -............. _.__ ..................... ............ ................. 8
6.l6 Headings .................................. _...-....... ....... .......................... ---- .... .................... -................. ........ -,8
ARTICLE7- DEFINITIONS ........................................................... _. ....... ............ ................................. ...................... 8
ARTICLE 8- EXHIBITS AND SPECIAL PBOVlSDONS ... ' .... -. ...... .~. ............ __-_..........~............ ....... D
8,0] Exhibits Included. ...................................................... ....................... — .................... -- ....................... ....... D
Standard Form mfAgreement
Between Owner and Engineer for Professional Services
Page 2 of 13
ARTICLE I - SERVICES OF CONSULTANT
1.01 Scope
A. CONSULTANT shall provide the Basic and
Additional Services set forth herein and in Exhibit A.
B. (modified) Upon issuance of a notice to proceed by
the OWNER, CONSULTANT is authorized to begin Basic
Services as set forth in Exhibit A.
C. (Deleted).
ARTICLE 2 - OWNER'S RESPONSIBILITIES
2.01 General
A. OWNER shall have the responsibilities set forth
herein and in Exhibit B.
ARTICLE 3 - TIMES FOR RENDERING SERVICES,
3.01 General
A. (Modified) CONSULTANT's services and
compensation under this Agreement have been agreed to for
the design of the Project together with other services specified
in Exhibit A. CONSULTANT's obligation to render services
hereunder will be for whatever period necessary for the final
completion of said services,
C. (Modified) For purposes of this Agreement the teen
"day" means a calendar day of 24 hours.
3.0,2 Suspension
B. (Modified) If CONSULTANT's services are
delayed or suspended in whole or in part by OWNER,
CONSULTANT may be entitled to equitable adjustment of
rates and amounts of compensation provided for elsewhere in
this Agreement to reflect, reasonable costs incurred by
CONSULTANT in connection with, among other things,
such delay or suspension and reactivation and the fact that the
time for performance under this Agreement has been revised,
unless such delay or suspension is caused in whole or in part
by the CONSULTANT, its officers, agents, or employees. If
CONSULTANT causes or contributes to the delay or
suspension, CONSULTANT shall have no right to seek
additional compensation.
ARTICLE 4 - PAYMENTS TO CONSULTANT
4,01 Methods of Payment for Services and
Reimbursable Expenses of CONSULTANT
A. For Basic Services. OWNER shall pay
CONSULTANT for Basic Services performed or furnished
under Exhibit A, Part 1, as set forth in Exhibit C.
B. ror Additional Services, OWNER shall pay
CONSULTANT for Additional Services performed or
furnished under Exhibit A, Part 2, as set forth in Exhibit C.
C', (Modified) For Reimbursable Expenses. In
addition to payments provided for in paragraphs 4,01,A and
4.01,13, OWNER shall pay CONSULTANT for Reimbursable
Expenses incurred by CONSULTANT and
CONSULTANT's Consultants as set forth in Exhibit C.
However, all expenses associated with meals and lodging
must be approved in writing by OWNER prior to
CONSULTANT incurring any expense associated therewith;
otherwise, the parties hereto agree and understand that
OWNER shall not be liable and CONSULTANT shall not
make a claim against OWNER for any such expenses.
4.02 Other Provisions Concerning Payments
A. Preparation of Invoices. Invoices will be prepared
in accordance with OWNER's standard processing practices
and will be submitted to OWNER monthly via mail or email
by CONSULTANT, unless otherwise agreed.
CONSULTANT shall supply detailed back-up information
along with each invoice in order for the OWNER to
effectively evaluate the fees and charges. The amount billed
in each invoice will be calculated as set forth in Exhibit C,
Invoices shall be received by the OWNER not later than sixty
(60) days from the date the CONSULTANT and/or its
subconsultants perform the services or incur the expense,
Failure by CONSULTANT to comply with the requirements
herein in a timely manner with this requirement shall result in
the CONSULTANT'S invoice being denied.
B. (Modified) Payment of Invoices. Invoices are due
and payable within 30 days after the receipt of the invoice and
the necessary backup information. If OWNER fails to make
any payment due CONSULTANT for services and expenses
within 30 days after receipt of CONSULTANT's invoice and
die required backup documentation therefor, the amounts due
CONSULTANT will accrue interest at the rate set forth in
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 3 of 13
Section 2251.025 of the Texas Government Code (or the
maximum rate of interest permitted by law, if less) after the
30th day. CONSULTANT may after giving seven days'
written notice to OWNER suspend services under this
Agreement until CONSULTANT has been paid in full all
amounts due for services, expenses, and other related charges.
However, it is expressly understood and agreed that
CONSULTANT will not charge any interest or penalty as set
forth herein on any portion of an invoice that is disputed
and/or withheld in accordance with paragraph 4.02 and that
CONSULTANT will not suspend services under the
agreement on account of a disputed invoice or on account of
monies withheld. All payments will be credited first to
principal and then to interest.
C. Disputed Invoices. In the event of a disputed or
contested invoice, only that portion so contested may be
withheld from payment, and the undisputed portion will be
paid.
D. Payments Upon Tear matron. In the event of any
termination wider section 6.06, CONSULTANT will be
entitled to invoice OWNER and will be paid in accordance
with Exhibit C for all services performed or furnished and all
Reimbursable Expenses incurred through the effective date of
termination provided all instruments of service have been
tendered to the OWNER.
2. (Deleted)
E. (Modified) Records of CONSULTANT's Costs.
Records of CONSULTANT's costs pertinent to
CONSULTANT's compensation under this Agreement shall
be kept in accordance with generally accepted accounting
practices, Copies of such records will be made available to
OWNER upon request at no cost to OWNER.
F. Legislative Actions. In the event of legislative
actions after the Effective Date of the Agreement by any level
of government that impose taxes, fees, or costs on
CONSULTANT's services or other costs in connection with
this Project or compensation therefor, such new taxes, fees or
costs shall be invoiced to and paid by OWNER � a
Reimbursable Expense to which a Factor of LO shall be
applied. Should such taxes, fees, or costs be imposed, they
shall be in addition to CONSULTANT's estimated total
compensation.
G. (Added) 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
OWNER's Director of Finance in writing. If the OWNER's
Director of Finance becomes aware that the
CONSULTANT has incurred a debt, the OWNER's
Director of Finance shall immediately notify the
CONSULTANT in writing. If the CONSULTANT does
not pay the debt within 30 days of either such notification,
the OWNER's Director of Finance may deduct funds in an
amount equal to the debt from any payments owed to the
CONSULTANT under this Agreement, and the
CONSULTANT waives any recourse therefor.
5.01 Opinions of Probable Construction Cost
A. CONSULTANT's opinions of probable
Construction Cost, if any, provided for herein are to be made
on the basis of CONSULTANT's experience and
qualifications and represent CONSULTANT's best judgment
as an experienced and qualified professional generally
familiar with the industry. However, since CONSULTANT
has no control over the cost of labor, materials, equipment, or
services furnished by others, or over the Contractor's methods
of determining prices, or over competitive bidding or market
conditions, CONSULTANT cannot and does not guarantee
that proposals, bids, or actual Construction Cost will not vary
from opinions of probable Construction Cost prepared by
CONSULTANT. If OWNER wishes greater assurance as to
probable Construction Cost, OWNER shall employ an
independent cost estimator as provided in Exhibit B,
5.02 Designing to Construction Cost Limit
A. (Deleted).
5.03 Opinions of Total Project Costs
A. (Deleted)
ARTICLE -6 - GENERAL CONSIDERATIONS
6.01 Standards of Performance
A. (Modified) The standard of care for all professional
engineering and related services performed or furnished by
CONSULTANT under this Agreement will be the care and
skill ordinarily used by members of CONSULTANT's
profession practicing under similar circumstances at the same
time and in die same locality.
B. (Modified) CONSULTANT shall be responsible for
the technical accuracy of its services and documents resulting
therefrom, and OWNER shall not be responsible for
discovering deficiencies therein. CONSULTANT shall
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 4 of 13
correct such deficiencies without additional compensation
except to the extent such action is directly attributable to
deficiencies in OWNER-ftimished information upon which
CONSULTANT is authorized to rely as provided in Section
6.01.11.
C. CONSULTANT shall perform or famish
professional engineering and related services in all phases of
the Project to which this Agreement applies.
CONSULTANT shall serve as OWNER's prime professional
for the Project. Such professionals shall be appropriately
licensed and/or registered to practice in the State of Texas.
CONSULTANT may employ such CONSULTANT's
Consultants as CONSULTANT deems necessary to assist in
the performance or furnishing of the services.
CONSULTANT shall not be required to employ any
professional unacceptable to CONSULTANT.
D. CONSULTANT and OWNER shall comply with
applicable Laws or Regulations and OWNER-mandated
standards. This Agreement is based on these requirements as
of its Effective Date. Changes to these requirements after the
Effective Date of this Agreement may be the basis for
modifications to OWNER's responsibilities or to
CONSULTANT's scope of services, times ol"performance, or
compensation.
E. (Modified) OWNER shall be responsible for, and
CONSULTANT may rely upon, the accuracy and
completeness of all requirements, programs, instructions,
reports, data, and other information furnished by OWNER to
CONSULTANT pursuant to this Agreement, unless expressly
stated or communicated otherwise by OWNER.
CONSULTANT may use such requirements, reports, data,
and information in pefforming or furnishing services under
this Agreement.
F. OWNER shall make decisions and carry out its other
responsibilities in a timely manner and shall bear all costs
incident thereto so as not to delay the services of
CONSULTANT.
G. Prior to the commencement of the Construction
Phase, if any, OWNER shall notify CONSULTANT of any
variations from the language indicated in Exhibit E, "Notice
of Acceptability of Work," or of any other notice or
certification that CONSULTANT will be requested to provide
to OWNER or third parties in connection with the Project.
OWNER and CONSULTANT shall reach agreement on the
terms of any such requested notice or certification, and
OWNER shall authorize such Additional Services as are
necessary to enable CONSULTANT to provide the notices or
certifications requested.
H. (Modified) CONSULTANT shall not be required to
sip any documents, no matter by whom requested, that
would result in CONSULTANT's having to certify,
guarantee or warrant the existence of conditions whose
existence CONSULTANT cannot ascertain; provided, that
CONSULTANT has exercised due diligence and was not
otherwise required to certify, guarantee or warrant the
existence of such conditions.
1. During the Construction Phase, if any,
CONSULTANT shall not supervise, direct, or have control
over Contractor's work, nor shall CONSULTANT have
authority over or responsibility for the means, methods,
techniques, sequences, or procedures of construction selected
by Contractor, for safety precautions and programs incident to
the Contractor's work in progress, nor for any failure of
Contractor to comply with Laws and Regulations applicable
to Contractor's furnishing and performing the Work.
I (Modified) CONSULTANT neither guarantees the
performance of any Contractor nor assumes responsibility for
any Contractor's failure to furnish and perform the Work in
accordance with the Contract Documents. However, nothing
contained in this paragraph shall be construed so as to absolve
CONSULTANT from liability for any such failure about
which CONSULTANT knew or should have known existed
in the exercise of CONSULTANT's services under this
Agreement.
K. (Modified) CONSULTANT shall not be responsible,
for the acts or omissions of any Contractor(s), subcontractor
or supplier, or of any of the Contractor's agents or employees
or any other persons (except CONSULTANT's own
employees and its consultants for which it is legally liable) at
the Site or otherwise furnishing or performing any of the
Contractor's work; or for any decision made on
interpretations or clarifications of the Contract Documents
given by OWNER without consultation and advice of
CONSULTANT.
L, (Modified) For construction phase services, if
required, the General Conditions for any construction contract
documents prepared hereunder are to be the Standard 'Form of
Agreement between Owner and Contractor and as approved
by OWNER in writing.
6.02 Authorized Project Representatives
A. Contemporaneous with the execution of this
Agreement, CONSULTANT and OWNER shall designate
specific individuals to act as CONSULTANT's and
OWNER's representatives with respect to the services to be
performed or furnished by CONSULTANT and
responsibilities of OWNER under this Agreement. Such
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 5 of 13
individuals shall have authority to transmit instructions,
receive information, and render decisions relative to the
Project on behalf of each respective party.
6.03 Design without Construction Phase Services
(Deleted)
6.04 Use of Documents
A. (Modified) Upon execution of this Agreement, the
CONSULTANT grants to the OWNER an ownership interest
in the Instruments of Service. The CONSULTANT shall
obtain similar interests from the CONSULTANT's
consultants consistent with this Agreement. Within seven
days of any termination or expiration of this Agreement, the
CONSULTANT shall be required to tender to OWNER all
Instruments of Service; provided OWNER has paid all
monies, excluding any disputed amount, due and owing to
CONSULTANT in accordance with this Agreement. With
such ownership interest, it is expressly understood by the
parties hereto that the OWNER may use the Instruments of
Service for any purposes which the OWNER sees fit,
including, but not limited to, subsequent construction,
reconstruction, alteration, and/or repairs of the Project. As a
condition to the OWNER's use of the Instruments of Service,
the OWNER hereby expressly agrees to remove the
CONSULTANT's name and all references to the
CONSULTANT, and its consultants from the Documents,
The OWNER hereby releases any and all claims which the
OWNER could make arising out of or in connection with any
reuse of the documents by the OWNER, This release of
claims for the matters covered in this Paragraph 6.04.A shall
be for the benefit of the CONSULTANT, its officers, and
employees and sub-consultants, as well as their successors
and assigns,
B. (Modified) Copies of OWNER - furnished data that
may be relied upon by CONSULTANT are limited to the
printed copies that are delivered to CONSULTANT pursuant
to Exhibit B unless otherwise expressly stated or
communicated by OWNER. Files in electronic media format
of text, data, graphics, or of other types that are famished by
OWNER to CONSULTANT are only for convenience of
CONSULTANT. Any conclusion or information obtained or
derived from such electronic files will be at the user's sole
risk.
C, Copies of Documents that may be relied upon by
OWNER are limited to the printed copies (also known as hard
copies) that are signed or sealed by the appropriate
professional. Files in electronic media format of text, data,
graphics, or of other types that are ftimished by
CONSULTANT to OWNER are only for convenience of
OWNER. Any conclusion or information obtained or derived
from such electronic files will be at the user's sole risk,
D. Because data stored in electronic media format can
deteriorate or be modified inadvertently or otherwise without
authorization of the data's creator, the party receiving
electronic files agrees that it will perform acceptance tests or
procedures within 60 days, after which the receiving party
shall be deemed to have accepted the data thus transferred.
The party delivering the electronic files will correct any errors
detected within the 60-day acceptance period.
CONSULTANT shall not be responsible to maintain
documents stored in electronic media format after acceptance
by OWNER.
E. When transferring documents in electronic media
format, CONSULTANT makes no representations as to long-
term compatibility, usability, or readability of documents
resulting from the use of software application packages,
operating systems, or computer hardware differing from those
used by CONSULTANT at the beginning of this, Project,
F, (Modified) Any use of the Documents on any
extension of the Project or on any other project shall be at
OWNER's sole risk and OWNER hereby releases
CONSULTANT from any liability associated solely with the
reuse of the Documents,
G. If there is a discrepancy between the electronic files
and the hard copies, the bard copies govern.
H. Any verification or adaptation of the Documents for
extensions of the Project or for any other project will entitle
CONSULTANT to further compensation at rates to be agreed
upon by OWNER and CONSULTANT.
6.0,5 Insurance
A. CONSULTANT shall procure and maintain
insurance as set forth in Exhibit G, "Insurance."
B, Not used.
C, Not used.
D, Not used.
E. Not used.
R At any time, OWNER may request that
CONSULTANT, at OWNER's sole expense, provide
additional insurance coverage, increased limits, or revised
deductibles that are more protective than those specified in
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 6 of 13
Exhibit G. If so requested by OWNER, with the concurrence
of CONSULTANT, and if commercially available,
CONSULTANT shall obtain and shall require its Consultants
to obtain such additional insurance coverage, different limits,
or revised deductibles for such periods of time as requested
by OWNER, and Exhibit G will be supplemented to
incorporate these requirements.
6.06 Termination
A. (Modified) The obligations hereunder may be
terminated.
1. For cause,
a. (Modified) By either party upon 30 days'
written notice in the event of failure by the other
party to perform in accordance with the terms hereof
through no fault of the terminating party, or
b. By CONSULTANT upon seven days'
written notice if CONSULTANT is being requested
by OWNER to furnish or perform services contrary
to CONSULTANT's responsibility as a licensed
professional,
c. Notwithstanding the foregoing, this
Agreement will not terminate as a result of such
substantial failure if the party receiving such notice
begins, within seven days of receipt of such notice,
to correct its failure to perform and proceeds
diligently to cure such failure within no more than
30 days of receipt thereof, provided, however, that if
and to the extent such substantial failure cannot be
reasonably cured within such 30 day period, and if
such party has diligently attempted to cure the same
and thereafter continues diligently to cure the same
then the cure period provided for herein shall extend
up to, but in no case more than 60 days after the date
of receipt of the notice.
A. OWNER and CONSULTANT each is hereby bound
and the partners, successors, executors, administrators and
legal representatives of OWNER and CONSULTANT (and
to the extent permitted by paragraph 6.08.13 the assigns of
OWNER and CONSULTANT) are hereby bound to the other
party to this Agreement and to the partners, successors,
executors, administrators and legal representatives (and said
assigns) of such other party, in respect of all covenants,
agreements and obligations of this Agreement.
B. Neither OWNER nor CONSULTANT may assign,
sublet, or transfer any rights under or interest (including, but
without limitation, moneys that are due or may become due)
in this Agreement without the written consent of the other,
except to the extent that any assignment, subletting, or
transfer is mandated or restricted by law. Unless specifically
stated to the contrary in any written consent to an assignment,
no assignment will release or discharge the assignor from any
duty or responsibility under this Agreement.
C. Unless expressly provided otherwise in this
Agreement:
1. Nothing in this Agreement shall be construed to
create, impose, or give rise to any duty owed by
OWNER or CONSULTANT to any Contractor,
Contractor's subcontractor, supplier, other individual or
entity, or to any surety for or employee of any of them.
2. All duties and responsibilities undertaken
pursuant to this Agreement will be for the sole and
exclusive benefit of OWNER and CONSULTANT and
not for the benefit of any other party. The OWNER
agrees that the substance of the provisions of this
paragraph 6,08.0 shall appear in the Contract
Documents.
6.09 Not Used.
6.10 Hazardous Environmental Condition
2. For convenience by OWNER effective upon the A. OWNER represents to CONSULTANT that to the
receipt of notice by CONSULTANT, best of its knowledge a Hazardous Environmental Condition
does not exist.
B. Not used.
6.07 Controlling Law
A. This Agreement is to be governed by the law of the
state in which the Project is located,
6.08 Successors, Assigns, and Beneficlaries
B. (Modified) OWNER has disclosed to the best of
its knowledge and belief to CONSULTANT the existence of
all Asbestos, PCB's, Petroleum, Hazardous Waste, or
Radioactive Material located at or near the Site, including
type, quantity and location.
C, (Modified) If a Hazardous Environmental
Condition is encountered or alleged, CONSULTANT shall
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 7 of 13
have the obligation to notify OWNER on or before the next
business day of the same.
D. It is acknowledged by both parties that
CONSULTANT's scope of services does not include any
services related to a Hazardous Environmental Condition. In
the event CONSULTANT or any other party encounters a
Hazardous Environmental Condition, CONSULTANT may,
at its option and without liability for consequential or any
other damages, suspend performance of services on the
portion of the Project affected thereby until OWNER: (i)
retains appropriate specialist consultant(s) or contractor(s) to
identify and, as appropriate, abate, remediate, or remove the
Hazardous Environmental Condition; and (ii) warrants that
the Site is in full compliance with applicable Laws and
Regulations.
E. OWNER acknowledges that CONSULTANT is
performing professional services for OWNER and that
CONSULTANT is not and shall not be required to become an
,tarranger," "operator," "generator," or "transporter'" of
hazardous substances, as defined in the Comprehensive
Environmental Response, Compensation, and Liability Act of
1990 (CERCLA), which are or may be encountered at or near
the Site in connection with CONSULTANT's activities under
this Agreement.
F. If CONSULTANT's, services under this Agreement
cannot be performed because of a Hazardous Environmental
Condition, the existence of the condition shall justify
CONSULTANT's terminating this Agreement for cause on 30
days' notice.
6.11 Allocation of Risks
A. (Modified) Indemnification. See Exhibit K.
B. (Added) Notwithstanding anything to the contrary
contained in this Agreement, the OWNER and
CONSULTANT hereby agree that no claim or dispute
between the OV*rNER 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 OWNER is
subjected to an arbitration proceeding notwithstanding this
provision, CONSULTANT consents to be joined in the
arbitration proceeding if ENGINEER'S presence is required
or requested by the OWNER for complete relief to be
recorded in the arbitration proceeding.
6.12 Notices
A. (Modified) Any notice required under this
Agreement will be in writing, addressed to the appropriate
party at its address on the signature page and given
personally, or by registered or certified snail postage prepaid,
or by a commercial courier service. Additionally, notices
may be given via facsimHe or by electronic mail if such notice
is also given personally, or by registered or certified mail or
by a commercial courier service. All notices shall be effective
upon the date of receipt.
6.13 Survival
A. (Modified) All express representations,
indemnifications, and limitations of liability included in this
Agreement will survive its completion or termination for any
reason,
6.14 Severabillity
A. Any provision or part of the Agreement held to be
void or unenforceable under any Laws or Regulations shall be
deemed stricken, and all remaining provisions shall continue
to be valid and binding upon OWNER and CONSULTANT,
who agree that the Agreement shall be reformed to replace
such stricken provision or part thereof with a valid and
enforceable provision that comes as close as possible to
expressing the intention of the stricken provision.
6.15 Waiver
A. Non-enforcement of any provision by either party
shall not constitute a waiver of that provision, nor shall it
affect the enforceability of that provision or of the remainder
of this Agreement.
6.16 Headings
A. The headings used in this Agreement are for general
reference only and do not have special significance..
ARTICLE 7 - DEFINITIONS
A. Wherever used in this Agreement (including the
Exhibits hereto) and printed with initial or all capital letters,
tile terms listed below have the meanings indicated, which
are applicable to both the singular and plural thereof;
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 8 of 13
1. Addenda—Written or graphic instruments issued
prior to the opening of Bids which clarify, correct, or change
the Bidding Documents.
2. Additional Services—The services to be performed
for or furnished to OWNER by CONSULTANT in
accordance with Exhibit A, Part 2 of this Agreement.
3. Agreement—This "Standard Form of Agreement
between OWNER and CONSULTANT for Professional
Services," including those Exhibits listed in Article 8 hereof.
4. Application for Payment - -The form acceptable to
CONSULTANT which is to be used by Contractor in
requesting progress or final payments for the completion of its
Work and which is to be accompanied by such supporting
documentation as is required by the Contract Documents.
5, Asbestos—Any material that contains more than one
percent asbestos and is friable or is releasing asbestos fibers
into the air above current action levels established by the
United States Occupational Safety and Health Administration.
6. Basic Services—The services to be performed for or
furnished to OWNER by CONSULTANT in accordance with
Exhibit A, Part 1, of this Agreement.
7. Bid—The offer or proposal of the bidder submitted
on the prescribed form setting forth the prices for the Work to
be performed.
8. Bidding Documents—The advertisement or invitation
to Bid, instructions to bidders, the Bid form and attachments,
the Bid bond, if any, the proposed Contract Documents, and
all Addenda, if any.
9. Change Order - -A document recommended by
CONSULTANT, which is signed by Contractor and OWNER
to authorize an addition, deletion or revision in the Work, or
an adjustment in the Contract Price or the Contract Times,
issued on or after the Effective Date of the Construction
Agreement.
10. Consirtiction Agreement—The written instrument
which is evidence of the agreement, contained in the Contract
Documents, between OWNER and Contractor covering the
Work.
11. Construction Contract—The entire and integrated
written agreement between the OWNER and Contractor
concerning the Work.
12, Construction Cost—The cost to OWNER of those
portions, of the entire: Project designed or specified by
CONSULTANT. Construction Cost does not include costs of
services of CONSULTANT or other design professionals and
consultants, cost of land, fights-of-way, or compensation for
damages to properties, or OWNER's costs for legal,
accounting, insurance counseling or auditing services, or
interest and financing charges incurred in connection with the
Project, or the cost of other services to be provided by others
to OWNER pursuant to Exhibit B of this Agreement.
Construction Cost is one of the items comprising Total
Project Costs,
13. (Modified) Contract Documents—Documents that
establish the rights and obligations of the parties engaged in
construction and include the Construction Agreement
between OWNER and Contractor and all documents,
referenced therein, Addenda (which pertain to the Contract
Documents), Contractor's Bid (including documentation
accompanying the Bid and any post-Bid documentation
submitted prior to the notice of award) when attached as an
exhibit to the Construction Agreement, the notice to proceed,
the bonds, appropriate certifications, insurance documents
the General Conditions, the Supplementary Conditions, the
Specifications and the Drawings as the same are more
specifically identified in the Construction Agreement,
together with all Written Amendments, Change Orders, Work
Change Directives, Field Orders, and CONSULTANT's
written interpretations and clarifications issued on or after the
Effective Date of the Construction Agreement, Approved
Shop Drawings and the reports and drawings, of subsurface
and physical conditions are not Contract Documents.
14. Contract Price—The moneys payable by OWNER to
Contractor for completion of the Work in accordance with the
Contract Documents and as stated in the Construction
Agreement.
15. Contract Times—The numbers of days or the dates
stated in the Construction Agreement to: (i) achieve Final
Completion, and (ii) complete the Work so that it is ready for
final payment as evidenced by CONSULTANT's written
recommendation of final payment.
16, Contractor—An individual or entity with whom
OWNER enters into a Construction Agreement.
17. Correction Period—The time after Final Completion
during which Contractor must correct, at no cost to OWNER,
any Defective Work, normally one year after the date of Final
Completion or such longer period of time as may be
prescribed by Laws or Regulations or by the terms of any
applicable special guarantee or specific provision of the
Contract Documents.
18. Dtfective—An adjective which, when modifying the
word Work, refers to Work that is unsatisfactory, faulty, or
deficient, in that it does not conform to the Contract
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page: 9 of 13
Documents, or does not meet the requirements of any
inspection, reference standard, test, or approval referred to in
the Contract Documents, or has been damaged prior to
CONSULTANT's recommendation of final payment.
19. Documents—Data, reports, Drawings, Specifications,
Record Drawings, and other deliverables, whether in printed
or electronic media format, provided or furnished in
appropriate phases by CONSULTANT to OWNER pursuant
to this Agreement.
20. Drawings—That part of the Contract Documents
prepared or approved by CONSULTANT which graphically
shows the scope, extent, and character of the Work to be
performed by Contractor. Shop Drawings are not Drawings
as so defined.
21. Effective Date of the Construction Agreement--The
date indicated in the Construction Agreement on which it
becomes effective, but if no such date is indicated, it means
the date on which the Construction Agreement is signed and
delivered by the last of the two parties to sign and deliver.
22. Effective Date of the Agreement--The date indicated
in this Agreement on which it becomes effective, but if no
such date is indicated, it means the date on which the
Agreement is signed and delivered by the last of the two
parties to sip and deliver.
23. CONSULTANT's Consultants-4ndividuals or
entities having a contract with CONSULTANT to furnish
services with respect to this Project as CONSULTANT's
independent professional associates, consultants,
subcontractors, or vendors. The term CONSULTANT
includes CONSULTANT's Consultants,
24. Field Order --A written order issued by
CONSULTANT which directs minor changes in the Work
but which does not involve a change in the Contract Price or
the Contract Times.
25. Final Completion shall mean that all work has
been completed, all final punch list items have been
inspected and satisfactorily completed, all payments to
subcontractors have been made, all documentation and
warranties have been submitted, all closeout documents
have been executed and approved by the OWNER, and the
Project has been finally accepted by the OWNER.
26. General Conditions-That part of the Contract
Documents which sets forth terms, conditions, and procedures,
that govern the Work to be performed or furnished by
Contractor with respect to the Project.
27. Hazardous Environmental Condition--The 'presence
at the Site of Asbestos, PCB's, Petroleum, Hazardous Waste,
or Radioactive Materials in such quantities or circumstances
that may present a substantial danger to persons or property
exposed thereto in connection with the Work.
28. Hazardous Waste--The term Hazardous Waste shall
have the meaning provided in Section 1004 of the Solid
Waste Disposal Act (42 USC Section 6903) as amended from
time to time.
29. Laws and Repilations; Laws or Regulation•--Any
and all applicable laws, rules, regulations, ordinances, codes,
standards, and orders of any and all governmental bodies,
agencies, authorities, and courts baying jurisdiction.
30. PCBs--Polychlorinated biphenyls.
31. Petroleum--Petroleum, including crude oil or any
fraction thereof which is liquid at standard conditions of
temperature and pressure (60 degrees Fahrenheit and 14.7
pounds per square inch absolute), such as oil, petroleum, fuel
oil, oil sludge, oil refuse, gasoline, kerosene, and oil mixed
with other non-Hazardous Waste and crude oils.
32. Radioactive Materials—Source, special nuclear, or
byproduct material as defined by the Atomic Energy Act of
1954 (42 USC Section 2011 et seq.) as amended from time to
time.
33. Record Drawings--The Drawings as issued for
construction on which the CONSULTANT, upon completion
of the Work, has shown changes due to Addenda or Change
Orders and other information which CONSULTANT
considers significant based on record documents furnished by
Contractor to CONSULTANT and which were annotated by
Contractor to show changes made during construction,
34. Reimbursable Expenses--The expenses incurred
directly by CONSULTANT in connection with the
perfon-ning or furnishing of Basic and Additional Services for
the Project for which OWNER shall pay CONSULTANT as
indicated in Exhibit C.
35. Resident Project Representalive--The authorized
representative of CONSULTANT, if any, assigned to assist
CONSULTANT at die Site during the Construction Phase,
The Resident Project Representative will be
CONSULTANT's agent or employee and under
CONSULTANT's supervision. As used herein, the term.
Resident Project Representative includes any assistants of
Resident Project Representative agreed to by OWNER. Tlic
duties and responsibilities of the Resident Project
Representative are as set forth in Exhibit D.
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 10 of 13
36. Samples—Physical examples of materials,
equipment, or workmanship that are representative of some
portion of die Work and which establish the standards by
which such portion of the Work will be judged.
37. Shop Drawings—All drawings, diagrams,
illustrations, schedules, and other data or information which
are specifically prepared or assembled by or for Contractor
and submitted by Contractor to CONSULTANT to illustrate
some portion of the Work.
38. Site—Lands or areas indicated in the Contract
Documents as being furnished by OWNER upon which the
Work is to be performed, rights-of-way and casements for
access thereto, and such other lands furnished by OWNER
which are designated for use of Contractor.
39. Spec cations- -That part of the Contract Documents
consisting of written technical descriptions of materials,
equipment, systerns, standards, and workmanship as applied
to the Work and certain administrative details applicable
thereto.
40. Substantial Completion—The time at which the
Work (or a specified part thereof) has progressed to the point
where:, in the opinion of CONSULTANT, the Work (or a
specified part thereon is sufficiently complete, in accordance
with the Contract Documents, so that the Work (or a specified
pad thereof) can be utilized for the purposes for which it is
intended. The terms "substantially complete" and
"substantially completed" as applied to all or part of the Work
refer to Substantial Completion thereof.
41. Supplementary Conditions—That part of the Contract
Documents which amends or supplements the General
Conditions,
42. (Modified) Total Project Costs—The sum of the
Construction Cost, allowances for contingencies, the total
costs of services of CONSULTANT or other design
professionals and consultants, cost of land, rights-of-way,
compensation for damages to properties, OWNER's costs for
legal, accounting, insurance counseling or auditing services,
interest and financing charges incurred in connection with the
Project, and the cost of other services to be provided by others
to OWNER pursuant to Exhibit B of this Agreement.
43. Work—The entire completed construction or the
various separately identifiable parts thereof required to be
provided under the Contract Documents with respect to this
Project. Work includes and is the result of performing or
furnishing labor, services, and documentation necessary to
produce such construction and furnishing, installing, and
incorporating all materials and all equipment into such
construction, all as required by the Contract Documents.
44, Work Change Directive - -A written directive to
Contractor issued on or after the Effective Date of the
Construction Agreement and signed by OWNER upon
recommendation of the CONSULTANT, ordering an
addition, deletion, or revision in the Work, or responding to
difflering or unforeseen subsurface or physical conditions
under which the Work is to be performed or to emergencies.
A Work Change Directive will not change the Contract Price
or the Contract Times but is evidence that the parties expect
that the change directed or documented by a Work Change
Directive will be incorporated in a subsequently issued
Change Order following negotiations by the parties as to its
effect, if any, on the Contract Price or Contract Times.
45. Written Aniendment—A written amendment of the
Contract Documents signed by OWNER and Contractor on or
after the Effective Date of the Construction Agreement and
normally dealing with the non-engineering or non-technical
rather than strictly construction-related aspects of the Contract
Documents.
ARTICLE 8 - EXHIBITS AND SPECIAL
PROVISIONS
8.01 Exhibits Included
A. Exhibit A, "CONSULTANT's Services," consisting
of five (5) pages,
B. Exhibit 13, "OWNER's Responsibilities," consisting
of two (2) pages,
C. Exhibit C, "Payments to CONSULTANT for
Services and Reimbursable Expenses," consisting of two (2)
pages.
D. Exhibit D, "Duties, Responsibilities and Limitations
of Authority of Resident Project Representative," is not used.
E. Exhibit E, "Notice of Acceptability of Work," is not
used.
F. Exhibit F, "Construction Cost Limit," is not used.
G. Exhibit G, "Insurance," consisting of two (2) pages,
H. Exhibit H, "Dispute resolution," is not used.
Exhibit 1, "Allocation of Risks," is not used.
J. Exhibit J, "Special Provisions" is not used.
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page I I of 13
K. (Added) Exhibit K, "Indemnification" consisting of
two (2) pages.
8.02 Total Agreement
A. This Agreement (consisting of pages I to 12
inclusive, together with the Exhibits identified above)
constitutes die entire agreement between OWNER and
CONSULTANT and supersedes all prior written or oral
understandings. This Agreement may only be amended,
supplemented, modified, or canceled by a duly executed
written instrument. This Agreement along with the exhibits
shall be read and construed as the same Agreement,
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 12 of 13
IN WITNESS WHEREOF, [lie paiiies hauc hmv exculted this Agremnent, tile ElTective Date ol"which is
indicated oil page 1.
OWNER: CITY OF BAYTOW'N
3�
Printed Name: Llob Lc: r
Title: (itv Manauer
Date SWw&
Address for giving notices:
PD. Box 424
Baymn, Was 77522
I)esignated Representa6ve (parm graph 6,01A)
Name: Jose A. Pastrami, P.E.
Title: I)irector of Engine ering
Phone Number (281) 420-7154
FacMaide Number (281) 420-6586
E-Mail Address: jose,i) aqralia@,�ba}qown.org
CON SU LTANT�—UA LCOLM P ME-, INC.
Sjnawe:
IlrintcdNarne:
TM 1-4
Dmc Igm&
Address for giving notices:
2929 BdaMark Er., Suite 300
1 louston,TX 77042
[)csignatccl Representative (paragraph 6.0'2,A):
Name: Jonathan Howard
Title: Water Division General Manager
I'llone Numba: (713) 9534703
Facsimile NUIllber (713) 977-4620
E,-MaR Address: jonnhamhowmA@mmaWs-uvcmn
Swndud Fann of Agreement
Bowmn Ownu and Enghicer for Professional Services
Page 13 or 13
This is EXHIBIT A, consisting of' I I pages, rellerred to ill and
[)art of file Agreement between OWNER and
CONSULTANT for Professional Services dated
initial:
0 W N F*, R
CONSULTAN
CONS U UFAN'r , Se rvices
Article I of the Agreement is amended and suppfernented to include file following agreement of' the parties.
CONSULTANT shall provide Basic and Additional Services asset forth below.
PART I -- BASIC SERVICL"S (Modified)
A1,005 Master /11an (Added).
A. Upon written authorization fi-om OWNER, CONSLILTANT shall perform the following tasks for and on
belialfol . 0 W N E'l Z:
a. Taslt 1A — Initiate Project: CONSULTANT will prepare a Project Nlanagement Plan to assist die
OWNER in organizing OWNER's groups for support of" the Project and will conduct a project
Kickoff" Meeting. The Kickoff Mccling will serve to finalize membership in the OWNER groups, as
well as develop a nialrix of key stakeholders drat are interested in or will be impacted by the Master
Plan. CONSULTANT will request nn OWNER Gr0LJI) C011tad List including narne, ph0llC 111.1111im'
and email addresses fbi- all inernbers of* the OWNER groups, Following the Kickoff Meeting!,
CONSULTAN11 . will present as fixture oriented presentation of (lie "Top Ten SCADA 't-rends lor
water Utilities" Presentation to help jump- start the thought process about improved uses of
technology lor the OWNER that will be used tea jullipstarta visioning workshop described in Task 2.
b, Task 111 — Nlonitor and Control Project: CONSULTAN'r win perl'orm the weekly activities
required to manage schedule, resource.,,,, budget, communications and risL Under this usk.
CONSULTANTwill also Prepare monthly activity reponsand schedule updates to be submitted with
monthly invoices. CONSULTANT will conduct hi- weekly pi-qiccl Progress i'viectings with die
OWNLR's project management team to discuss project progress, execute project change controts,
any key project inernber schedule conflicts and address any PMjCC1 related iSSUeS d)r0Ug110[fl the:
anticipated project duration. Pro cet change control will involve identification ot'changes, review
J e
and approve changes and application of' corrective actions in order to control the scope, cost and
schedule ol'the project,
c, Deliverables for Task 1. CONISULTANTshall provide Ific following deliverables to OWNE'R as a
result ol'lhe services po-fionned during"I'ask I for ('lWNER'S approval:
1) Project Schedule;
2)
3) Monthly Invoices-,and
4) Monthly Progress Reports.
Task I shall be deerned colliflUe when the deliverabIcs are approved and accepted by OWNER.
2. Tasli 2 - Document SCADA Vision, Goals and Objectives. The purl)ose of this task is to create and
validate as detailed description of" the desired "`fixture state" or vision of' the OWNER SCADA Systcni,
CONSULTANT will work with the OWNI"IR to assemble, evaluate and prioritize the current and
Page 1 01,5 Pages
(EXHIBITA - Scope of'Work)
anticipated needs of 0iv OWNER with respect to adopting best pmetices, improving bLSil s am ad
I less I
operations processes, optimizing tile use of SCADA soffivare, and equipping the system support
orgarlizalion. This task will be completed in the IbIlowing phases:
a. 'Task 2A — Interviews: CONSULTANT will develop standard Interview Quesficals to facflitate the
s
iotCrVieW Process, hater -view Questions will be distributed to all other members of the OWNER
groups via an online survey. In addition, ( - 'ONSULTAN17 will conduct one-on-one interviews with
all Project Leadership Team ("PUl"') group members and select members of tile Key Project
Stakeholders ("KPS") as as follow-up to the online sill-Vey. The purpose of these interviews is to
oblain different perspectives throughout the organization relative to tile benefits, goals and objects
for tile SCADA Master Plan. CONSULTANT will provide surimary Interview Responses for catch
interview conducted. Draft interview Responses will be sent to each interviewee for review and
feedback, An Interview Response Summary will be provided fbr review during the SCADA Vision,
Goals and Objectives Workshop,
b. Task 2B — Site Visits: CONSULTANT will organize and fiacilitate site visits to ill) to three I louston
area water utilities 10 provide references flor implementaliolls in other similar utilities. ']'lie purpose of
the site visits is to provide context for the OWNE"R in understanding iio\v other utilities have
implemented their :systems and to prepare Im tile SCADA Vision, Coals and Objectives workshop,
c. Task 2C — SCADA Vision, Goals and Objectives Workshop: CONSULTANT will organize ainel
I'lacilitate a SCADA Goals and Objectives Workshop with the OWNER to develop as vision for the
SCADA system and will lead participants through discussions of the current conditions at the City, a
review of' tile Interview Response Summary, and the issues or goals that are driving desired change.
F'ollowing these discussions, participants will be asked to suggest key elements of a "fnaire state" flor
a SCADA system at the City. One of' Ilic key requirements for the firture SYSM11 ioCIrIdeS
compatibility with existing OWNER t,Ystellls and sollware including the WnIcrGE'MS water
distribution modeling software package. Additionally, as part of this task, CONSULTANT wifl
fiacilitate a workshop llocuscd oil determining how the Culture SCADA .system will enable the
OWNER it) improve a whievement of the 10 key attributes of Eflective Utility Management as
defined by the Effective, UfilitY Nlanagement Collaborative I`Jfort (www,watejeu al ,2Eg).
CONSULTANT will use the outputs from 11w Goals and Objectives Workshop to develop the
DRAFT SCADA Vision, Goals and Objectives, document that sullilliarizes file collective vision for
improvements to sofiware, and related practices, policies, and tile support organization. The DRAFT
SCADA Vision, Coals and Objectives Document will be submitted to the 111.1' for review and
comment.
cL Deliverables for Task 2, CONSULTAN'T shall provide die f'ollowing deliverables to OWNER as n
result of the services performed during Task 2 For OWN l"IR'S approval:
I ) Interview Questions,
2) Interview ResponseSuniniary, and
3) SCADA Vision, Goals and Objectives Document in draft form, subject to review again in
Task 5,
Task 2 shall be deemed complete When the deliverables are approved and accepted by OWNER
I Task 3 - Baseline Assessment and Cap Analysis, CONSULTANT will conduct as baseline assessment
ofthe systems, people and processes associated with or serve([ by the can -ent SCADA system. This task
will be conducted in tile 1,01lowing, plinsm
a. 'rask 3A — Data Request and Review. CONSULTANT Will Submit an l"Aisting Documentation
Request memo and will complete review ordocuments tile OWNER may provide to hell) (10CLIment
ation Request will request any
CUITC11t strategic efforts related to SCADA. The Riming [Docurnent,
available (10CUITIC111,1001) Ibr the t')IIOWillg:
Page 2 o175 Pages
(EIX I I I BIT A - Scope of'Work)
1) System Operations: Practices and procedures for operation of the utility systems using SCADA
including staffing requirements.
2) Organizational Policies: Organizational practices and tools used to govern, manage, and support
SCADA throughout OWNER'S systems,
3) Communications: Facilities, protocols, staff, and management tools used to furnish high
capacity, reliable, and fault tolerant communications, services, both wired and wireless. This
effort will involve field visits to all key SCADA communications facilities. Special attention will
be paid to intra-facility communications and relationships with OWNER IT systems and staff.
4) Technical Infrastructure-, Servers, desktops, SCADA software, communications network, and
physical facilities used to deliver computing applications to end users.
5) Security: Policies, procedures, staff, and systems dedicated to system security, data protection,
and disaster recoverylbusiness continuity. Additionally, coordination with existing physical
security and monitoring system will be reviewed as part of this assessment. As part of this task,
CONSULTANT will analyze potential for remote video monitoring for process control at
remote locations.
6) Data Integration: Methods and tools for integration of key SCADA data for use throughout the
utility system, including potential integration with water/wastewater model software.
7) SCADA Outsourcing Agreements: Current and anticipated use of third parties to provide
SCADA related services, including programming, configuration and network connectivity. This
effort will include a survey of local system integrators that can provide system support for the
system over the long term. CONSULTANT will interview local system integrators and provide
a summary memorandum documenting local system integrators and experience with equipment
and products recommended as part of the project portfolio.
8) Electrical Power Reliability and Monitoring: Current electrical power provisions for critical
SCADA systems including UPS, generator backup and power monitoring.
b. Task 3B — Follow-up Interviews and Site Visits: CONSULTANT understands that much of the
information requested above may not be readily available in document format. Upon receipt of
response to the Existing Documentation Request, CONSULTANT will analyze information gaps and
coordinate interviews and meetings with OWNER staff to fill in any information gaps through
interviews, meetings and site visits as required. CONSULTANT will provide a SCADA Site Data
Collection Template which the OWNER will use to collect key information from field sites.
CONSULTANT will conduct field site visits to select sites based on information gathered and
produced by the OWNER.
c. Task 3C — Develop Baseline Assessment and Gap Analysis: CONSULTANT will review all
information provided in response to the Existing Documentation Request and results of follow-up
interviews, meeting and site visits to develop baseline assessments for each area described in Task
3A. Each baseline analysis will provide findings summary, gap analysis and potential impact
summary and preliminary recommended changes. A draft Baseline Assessment and Gap Analysis
Document will be developed and provided to the PLT for review and comment,
d. Task 3D — Baseline Assessment and Gap Analysis Workshop: CONSULTANT will organize and
facilitate a Baseline Assessment and Gap Analysis with the OWNER to review the draft Baseline
Assessment and Gap Analysis Document, including the SCADA System Communications
Architecture Diagram and SCADA Software and Hardware Architecture Diagram, The draft
Baseline Assessment and Gap Analysis Document will be submitted to the PLT for review and
comment. As part of this workshop, CONSULTANT will work with the OWNER to identify high
priority projects for evaluation and alternative solution development. The high priority projects will
be documented in the Baseline Assessment and Gap Analysis Document and will serve as the basis
for the following task,
e. Task 3E — Alternative Evaluations and Recommendations Workshop: CONSULTANT will
develop a draft Alternatives Evaluations and Recommendations Document, detailing the options
available to address tile gaps identified in the previous Task 3D for review with the PLT. The
evaluations will provide a summary of the high priority issues identified, alternative solutions and
Page 3 of 5 Pages
(EXHIBIT A - Scope of Work)
preliminary cost estimates. The draft Alternatives Evaluations and Recommendations Document will
be reviewed with the PLT to receive feedback. Based on the feedback from the PLT,
CONSULTANT will finalize the SCADA Software and Hardware Architecture Diagrams to include
specific product recommendations for implementation. The audience for these recommendations will
be for engineers and integrators that will implement the projects identified in the Project Portfolio.
f. Deliverables for Task 3. CONSULTANT shall provide the following deliverables to OWNER as a
result of the services performed Task 3 for OWNER'S approval:
1) Existing Documentation Request,
2) Draft Baseline Assessment and Gap Analysis Document,
3) Draft Alternative Evaluations and Recommendations Document,
4) System Integrator Summary Memorandum,
5) SCADA Site Data Collection Template,
6) SCADA System Communications Architecture Diagram, and
7) SCADA Software and Hardware Architecture.
Task 3 shall be deemed complete when the deliverables are approved and accepted by OWNER.
4. Task 4 — Develop Project Portfolio. CONSULTANT will use the results of previous tasks and
CONSULTANT experience working with OWNER, to develop a Recommended Project List of
recommended SCADA Master Plan Implementation projects. Projects will developed for the following
project types:
a. Short to Medium Term Projects: Single execution project over a five year Planning period,
b. Long Term Projects: Recurring projects or initiatives occurring within a seven to ten-year planning
period. Examples of long term projects include anticipated upgrades to software or SCADA
computer'
omputer hardware updates.
The Recommended Project List will include the following component elements for each recommended
project.
a. Project Name and Description.
b. Project Business Case: A description of the project benefits and details Of how the project addresses
issues identified in the Baseline Assessment and Gap Analysis and specifics on how the project
supports the OWNER SCADA Vision, Goals and Objectives.
c. Project Duration and Prerequisites.
d. Impacted Stakeholders: Identify stakeholders impacted by the proposed project,
e. Project Criticality Ranking,
f. Cost Estimate: At this point, the cost estimate will be provided as an AACE Class 5 with expected
accuracy of +50%.
CONSULTANT will then conduct a Project Portfolio Workshop with the PLT to review the
Recommended Project List and validate project criticality rankings. Feedback from the workshop will be
used to prioritize the Project List and determine the list of candidate projects that should be included in
the final Project Portfolio, which will be included in the SCADA Master Plan, Based on feedback from
the Project Portfolio Workshop, CONSULTANT will develop the Project Portfolio, which will
incorporate all items from the Project List and provide the following additional elements:
a. Final Project Criticality Ranking: This will serve to document feedback and reasoning on any project
that do not make it to the Project Portfolio.
b. Project Schedule: A Gantt chart including all projects anticipated execution schedule including any
linkages between projects,
c. Cost Estimate: At this point, the cost estimate will be provided as an AACE Class 2 with expected
accuracy of;i;15%.
d. Recommended project execution method and order.
Page 4 of 5 Pages
(EXHIBIT A - Scope of Work)
e. Project Portfolio cash flow.
CONSULTANT will then conduct a follow up Project Portfolio Workshop with the PLT to review the
Project Portfolio. Feedback fi-om the workshop will be used to develop the final DRAFT Project
Portfolio.
CONSULTANT shall provide the following deliverables to OWNER as a result of the services
performed during Task 4 for OWNER'S approval:
a. Recommended Project List
b. Project Portfolio in draft form, subject to review again in Task 5�
Task 4 shall be deemed complete when the deliverables are approved and accepted by OWNER.
5, Task 5 — Prepare and Finalize Master Plan. The purpose of this task is to assemble all final draft
documents produced in previous tasks into a single cohesive document, CONSULTANT will prepare a
compiled draft SCADA Master Plan for review and comment by the PLT, and other stakeholders within
the OWNER. CONSULTANT will revise and deliver a final SCADA Master Plan based on OWNER
feedback. CONSULTANT and OWNER will conduct a SCADA Master Plan Workshop and a SCADA
Master Plan Presentation to present the final SCADA Master Plan to all members of the OWNER groups.
The following Table of Contents defines the key elements of the final Master Plan
a. Executive Summary
b. Master Plan Development Process
c. Vision Goals and Objectives
& Baseline Assessment and Gap Analysis
e. Alternatives Evaluations and Recommendations
f. Project Portfolio
CONSULTANT shall provide the following deliverables to OWNER as a result of the services
performed during Task 5 for OWNER'S approval within six (6) months of commencement of the
services herein:
a. SCADA Master Plan
Task 5 shall be deemed complete when (lie deliverables are approved and accepted by OWNER,
A1.01 Deleted
A1,02 Deleted
A1,03 Deleted
A 04 Deleted
PART 2 — ADDITIONAL SERVICES
A2.01 Additional Services Requiring OWNER's Authorkation in Advance
Not Included
A2.02 RequiredAdditional Services
Not Included
Page 5 of 5 Pages
(EXHIBIT A - Scope: of Work)
This is EA111131'r 13, consisting of'2 pages, referred to ill and
part of' the Agreement between ONNINEIR and
C () N S U LTANT For Professional Services dated
Initial:
OWNER
CONSULTAN 1 17--/
OWNER's Responsibilities
Article 2 offlie Agreement is amended and supplemented to include the floHowing agreement of 'the parties
132.01 In addition to other responsibilities of OWNE-A m set Barth in this Agreement, OWNE-A shall:
A. Provide CONSUL'I'ANT with all criteria and full inronnation ns to OWNER's requirements for file Project,
including design objectives and constraints, space, capacity and performance requirements, flexibility, arld
expandability, and any bUdgetary limitations; and famish copies cal" all design and construction standards which
OWNUM will require to be included ill the Drmvings and Specifications: and furnish copies of OWNF' , R.'s standard
foam, conditions, and related documents t1or CONSULTANTIo include ill the Bidding Documents, %vilen applicable.
IK Fumish to CONSULTANT any other available information pertinent to the Project including reports end data
relative to previous designs, or investigation at Or adjacent to the Site. Nothing contained in this EW-iibit or ill this
Agreement shall be construal to require the OWNEIR to provide, such records ill any certain forowl, The format ill
%vhich file existing dam and documentation will be provided shall be at the sole discretion of the OWNER.
(", (Deleted),
1), (Deleted).
E. (Modificd) Aulhorin CONSULTANT to provide Mclitional Services as the OWNE-R deternihies is
F, (Modified) Arran ge flor access to and Illake all Provisions fio• CON SU UFANT to enter upon Public and private
property as required 6or CONSUL'I ANTto perform services under the Agreement.
G. EIMullille all alternate solutions, studies, reports, sk0clic-s, Drawings, Specifications, proposals, and other
documents presented by ONSULTANT (including obtaining advice ol'an attorney, insurance counselor, and other
advisors OWNER deems appropriate with respect to such examination and render ill %vriting timely
.ors or consultants as
decisions Pertaining thereto,
1-1. (Deleted).
I. (Deleted),
J. Advise CONSULTANT of' the identify an(l scope eat` services cat" any independent Consultants elllploye(l by
OWNER to perform or Furnish services ill I d cgard to the Project, including, but not limited to, cost estimating, project
lacer revie%v, value engineering, and constructabilily rcvie\k,,
K. Deleted
L. Deleted
Page I ol*2 Pages
(Exhibit 13 -- OWNER's Responsibilities)
M, Deleted
N. Deleted
Page 2 eft Pages
(El xMit B — D" N' Responsibilities)
This is EA111131'r C', consisting of? pages, referred to in and
par-( of the Agreement between OWNER and
CONSULTANT for Professional Services dated
Payments to CONSULTAN]" for Services and Reimbursable Expenses
Article 4 of the Agreement is amended and
supplemented to include the following agreement of the
parties,
AR'rICLE 4 -- PAYMENTS TO THE CONSULTANT
C4,01 Por Basic Sei-vives Having A Determined
Initial:
OWNER
CONSIJLTAN15;�V
Bidding Documents, and similar Project-related
items
5. (Modified), Invoices shall be tendered no
more often than once a month for all of the services
performed during the applicable month.
Scope —Lunip Sum Method of PaYInent 04.02 For Basic Services Having An Undetermined
Scol)e -- Direct Lahor Costs Pines a Factor
A. OWNER shall pay CONSULTANT for Basic Method (Y'Payinent
Services set forth in Exhibit A as follows:
A. (Not Used).
1. (Modified) A lump sum amount of
S98 500.00, which shall, be paid after completion C4.03
and acceptance of each completed task in
accordance with (lie following
A. OWNFIR. shall pay CONSULTANT for
Additional Services as follows:
21 (Deleted).
1. (Modified) General, Additional Services
shall not be performed without the prior written
consent of the OWN 13R.
C404 For Reimbursable Expenses
A. Deleted
13. Deleted
C. Delete(].
1). Deleted.,
3. ]*lie lurnli sum includes compensation for
CONSULTANT's services and services or L. Deleted,
CONSULTANT's Cori su Itan ts, Appropriate
allIOLHItS have been incorporated in tile It,rrp slim to 04.05 For COMSVL7ANT's Considiant's Chargcrs
account for labor, overlicad, and pro I'll.
A. Deleted.
4. (Modified). The lump suni includes all
reirnbursable expenses, including, but riot linifted to,
the following: mileage, travel, parking; tolls, long
distance, reproduction of Drawings, Specifications,
(".'A.06 Direct Labor Costs
A. Direct Labor Costs means salaries and wages
paid to coNsuui-ANT's employees but does not
include payroll related costs or benefits.
Page I of2 Pages
(Exhibit C - Basic Services Willi Deternihied Scope -- Lump Suin Method)
B. (Deleted).
04.07 Factors
(Deleted)
04.08 Other Provisiow Concerning Pajq?ient
(Deleted)
Page 2 of 2 Pages
(Exhibit C - All Other ServicestCharges — Lump Sum Method of Payment)
'['his is EXHIBIT G, consisting of 2 pages, referred to ill alld
part of' (lie Agreement between 0 WN ' R and
CONSULTANT ['tar Professional Services date(]
Initial:
OWNEM
CONSULTAN'
I it s u ra i i c c
Paragraph 6.0,5 tale the Agreement is amended and supplemciiied to include the tollowing agreellielit of the panics.
G6M5 Insurance
Throughout the term ol'this Agrectneat, the CONSULTANIT at its own expense shall purchase, maintain mid, keep
in lorce anal effect insurance against clailus for il)jtlries to or death of* persons, or damages to property which may
arise out ot"tar result from the CONS U LTANT's operations and/or 1wrl'ormance of the work, under (his Agrees em.
whether such operations and/or performance be by the CONSULTANT, its agents, representatives, volullIcers,
employees or subcontractors or by anyone directly or indirectly employed by any of thern, or by allyouc for whose
acts any of them may be liable.
The CONSULTANT insurance coverage shafl be primary insurance with respect to the OWNER, its 0111cers,
agetits and employees. Any insurance Or self "-iimiratice maimained by the OWNER, its of'ricials, agents mid
employees shall be considered in excess ol- (lie C'ONSU LTANTs ilisurance and shill not contribute to it, Further,
the CONSULTANT shall include all subcontractors as additional insured,; under its commercial geiieral liability
policies or shall furnish separate certificates all([ cudorsemelits f'or each subcontractor. All coverage 6or
submul"ildors shall be subject to all of the requircmeuts stated herein.
The Hlowitig is a list of standard insuratwe policies along with their respective ruilliluffln coverage artiouvils
required iii (his contract:
Commercial General Liability (CGI-)
General Aggregate: 52,000,000
Products & Completed Operations: S 1,000,000
Personal & Advertising Injury: S1,000,000
PcrOccurrenm S1,000,000
a.
Coverage shall be at least is broad as ISO CG 00 02 12 07
1), No coverage shall be excluded from standard policy without tiotit-IC,10011 Of illdiVidU81 CXCltlSious laeitap
attac
hed lor review all(] acceptance.
Business Automobile Policy (BAP)
Combined Single Limits: 51,000,000
a. Coverage [or "Any Au(o."
Workers' Compensation Insurance
Statutory Limits
E`mployer's Liability 5500,000
Waiver of'Subrogation required
Firrors, & Omissions (1"'&0)
Limit: 51,000,000
a. For aft engineers, and./Or design companies.
Page I ot'2 Pages
(S"Nilibit GI - Insilralice)
b. Claims-made form is acceptable.
c. Coverage will be in force for three (3) years after project is completed.
Upon execution of this contract, CONSULTANT shall file with the OWNER valid Certificates of Insurance and
endorsements acceptable to the OWNER. Such Certificates shall contain a provision that coverage afforded under
the policies will not be canceled, suspended, voided, or reduced until at least thirty (30) days' prior written notice
has been given to the OWNER via certified mail, return receipt requested.
The CONSULTANT shall also file with the OWNER valid Certificates of Insurance covering all subcontractors.
The following are general requirements applicable to all policies:
a. AM Best Rating of B+:Vll or better.
b. Insurance carriers licensed and admitted to do business in State of Texas will be accepted,
c. Liability policies will be on occurrence form. E & 0 can be on claims-made form.
d, OWNER, its officers, agents and employees are to be added as Additional Insured to the commercial general
liability and business automobile policies.
e. Upon request of and without cost to OWNER, certified copies of all insurance policies and/or certificates of
insurance shall be furnished to OWNER's representative, Certificates of insurance showing evidence of
insurance coverage shall be provided to OWNER's representative prior to execution of this agreement.
f. Upon request of and without cost to OWNER, loss runs (claims listing) of any and/or all insurance coverage
shall be furnished to OWNER's representative.
Page 2 of 2 Pages
(Exhibit G - Insurance)
This is EX1111311, K, Consisting of 2 pages„ rel'ared to in and pul of
the Agreement between OWNER and CONSULTANT for
Professional Set-vices dated
IllitiaL
OWNER
CONS (i
Indeitillificiltioll
CO NSUL 'I I ANT AGREES 110 AND SHALL INDEMNIFY AND
I
HOLD HARMLESS AND DEFEND OWNER, ITS 01'4 FICERS,
AGENTS, AND EMPLOYEES (HEREAFTER REFERREDTO AS
"OWNER") FROM AND AGAINST ANY AND ALL CLAIMS,
LOSSES, DAMAGES, CAUSES 0,14 ACTION, SUITS AND
LIABILITY OF EVERY KIND, INCLUDIN(JoAl.A., EXPENSES OF
LITIGATION, COURT COSTS, AND Al"I"ORNEY'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 CONNECT ION WITH AN
ACT OF NEGLIGENCE, INTENTIONAL TORl', IN"l-fl.,LECTUAL
PROPERTY INFRINGEMENT, OR 'AILURE TO PAY A
SUBCONTRACTOR OR SUPPLIER COMMITTED BY THE
CONSULTANT OR THE CONSULTANT'S AGENT,
CONSULTANT UNDER CONTRACT, OR ANOTHER ENTITY
OVER WHICH THE CONSULTANT EXERCISES CONTROL
(COLLECTIVELY CONSULTANI I'S PARTIES). IT IS THE
EXPRESSED INTENTION OF THE PARTIES HERETO, BOTH
CONSULTANT AND OWNER, THAT THE INDEMNITY
PROVIDED FOR, IN THIS PARAGRAPH IS INDEMNITY BY
CONSULTANT TO INDEMNIFY AND PROTECT' OWNEIZ FROM
THE CONSEQUENCES OF CONS U LTANT, s PARTIES' OWN
WILLFUL MISCONDUCT, JOINT OR SOLE NEGLIGENCE AS
WELL AS I I JJE CONS U LTANT' S PARTIES' IN'l.ENTIONAI,
TORTS, INTELLECTUAL PROPERTY INFRINGEMENTS, AND
FAILURES TO MAKE PAYMENTS ARISING OUT OF OR IN
CONNECTION '"w IT AGREEMENT. SUCH INDEMNITY
SI-IA,LL NOT APPLY, HOWEVER, TO LIABILITY ARISING
F4
ROM THE PERSONAL INJURY, DEATH, OR PROPERTY
DAMAGE OF PERSONS THAT IS CAUSED BY OR RESULTS
FROM THE NEGLIGENCE OF ANY PERSON OTHER THAN
I
THE CONSULT A NT'S PARTIES. IN THE EVEN] , 141 T" ANY
By this Agreement, the OWNER does not consent to litigation or suit, and the OWNER
hereby expressly revokes any consent to litigation that it may have granted by the terms
of this Contract or any other contract or agreement, any charter, or applicable state law.
Nothing herein shall be construed so as to limit or waive OWNER'S sovereign
immunity. CONSULTANT assumes full responsibility for its work performed hereunder
and hereby releases, relinquishes and discharges OWNER, its officers, agents, and
employees from all claims, demands, and causes of action of every kind and character
for any injury to or death of any person and/or any loss of or damage to any property
that is caused by or alleged to be caused by, arising out of, or in connection with
CONSULTANT's work to be performed hereunder. This release shall apply with
respect to CONSULTANT's work regardless of whether said claims, demands, and
causes of action are covered in whole or in part by insurance.
The protections afforded to OWNER in this Exhibit K shall control and supersede
any apportionment of liability or release of liability contained elsewhere in the
Contract Documents. Furthermore, the provisions contained in this Exhibit IIKII
shall survive the termination and/or expiration of this Agreement.