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Ordinance No. 14,645ORDINANCE NO. 14,645 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS, AUTHORIZING A CONSULTING SERVICES AGREEMENT WITH STANTEC CONSULTING SERVICES, INC., FOR THE BAKER ROAD LIFT STATION REHABILITATION PROJECT; AUTHORIZING PAYMENT BY THE CITY OF BAYTOWN IN AN AMOUNT NOT TO EXCEED FOUR HUNDRED THIRTY-NINE THOUSAND FOUR HUNDRED EIGHTEEN AND 90/100 DOLLARS ($439,418.90); MAKING OTHER PROVISIONS RELATED THERETO; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. ************************************************************************************* BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS: Section 1: That the City Council of the City of Baytown, Texas, hereby authorizes and directs the City Manager to execute and the City Clerk to attest to a Consulting Services Agreement with Stantec Consulting Services, Inc., for the Baker Road Lift Station Rehabilitation Project. A copy of said agreement is attached hereto as Exhibit "A" and incorporated herein for all intents and purposes. Section 2: That the City Council of the City of Baytown authorizes payment to Stantec Consulting Services, Inc., in an amount not to exceed FOUR HUNDRED THIRTY-NINE THOUSAND FOUR HUNDRED EIGHTEEN AND 90/ 100 DOLLARS ($439,418.90) for professional services in accordance with the agreement authorized in Section 1 hereinabove. Section 3: That the City Manager is hereby granted general authority to approve a decrease or an increase in costs by FIFTY THOUSAND AND NO'100 DOLLARS ($50,000.00) or less, provided that the amount authorized in Section 2 hereof may not be increased by more than twenty-five percent (25 ° b). Section 4: This ordinance shall take effect immediately from and after its passage by the City Council of the City of Baytown. INTRODUCED, READ and PASSED by the affirmative vote of the Council of the City of Baytown this the 14" day of January, 2021. BRANDON CAPETIL , Mayor ATT ' . L IIICIA BRYSCH, City Cl •1 2! � ��c )tcU L. HORNER, City Attorney R: Karen Horner\DocumentsTiles City Council Ordinances\202 I Vanuary 14 StantecConsultingServicesPSABakefroadLiftStationProject.doc EXHIBIT "A" AGREEMENT FOR CONSULTING SERVICES STATE OF TEXAS § COUNTY OF HARRIS § This Agreement (this "Agreement") entered into by and between Stantec Consulting Services, Inc. (hereinafter "Consultant") and the City of Baytown, a home -rule municipality located in Harris and Chambers Counties, Texas (the "City"). 1. Scope of Services/Consultant Fees This Agreement authorizes Consultant to perform final design, bid phase and construction phase services for Baker Road Lift Station (the "Work") for and on behalf of the City. The scope of the Work is detailed in Exhibit "A." The compensation and professional fees for Consultant and its subconsultants is more particularly described in Exhibit "B" and shall not exceed FOUR HUNDRED THIRTY-NINE THOUSAND FOUR HUNDRED EIGHTEEN AND 90 100 DOLLARS ($439,418.90). The time schedules for the Work are specified in Exhibit "C." Each of these Exhibits "A" through "C" are incorporated into this Agreement by reference for all purposes. 2. Compensation and Professional Fees The City shall pay Consultant in installments based upon monthly progress reports and detailed invoices submitted by the Consultant based upon the following: 1. Design Phase Services (Lump Sum)................................................$373,634.35 2. Bid Phase Services (Hourly Not to Exceed)......................................$12,195.00 3. Construction Phase Services (Hourly Not to Exceed).......................$53,589.55 4. Additional Services (Lump Sum)..............................................................$0.00 (These services require independent and specific advance, written authorization) 5. Reimbursable Expenses (Not to Exceed)....................................................$0.00 6. Total................................................................................................$439,418.90 b. For an agreed contract amount identified as "Lump Sum," "Not to Exceed" and "Reimbursable," Consultant shall not exceed the fixed contractual amount without written authorization in the form of a Contract amendment. C. Reimbursable Expenses, as shown in Exhibit "B" are itemized by work category. Reimbursable Expenses shall be invoiced AT COST, without subsequent markup by Consultant. All invoices containing a request for Reimbursable Expenses shall include copies of the original expense receipts itemized per allowable category. (1) Allowable reimbursable Expenses include: (a) Hard copy reproductions, copies, and/or binding costs; (b) Postage; Agreement for Consulting Services. Page 1 3. (c) Mileage, for travel from Consultant's local office (within a 25-mile radius) to meetings the City or job -site. Mileage shall be charged at the current IRS rates; (d) Travel Expenses, mileage from local office to State or federal regulatory agency office beyond 100miles; and (e) Lodging expenses for destinations beyond 100 miles from Consultant's local office AND when business hours exceed eight hours within one business day OR when Consultant's services require more than one eight -hour day at the destination; provided such expenses has been approved in writing by the City. (2) Disallowed Expenses include travel expenses for professional expertise traveling into the Greater Houston Area from Consultant's office outside the Greater Ilouston Area. d. Consultant shall invoice based upon total services actually completed during the applicable month. Invoices and all required or requested backup information shall be tendered no more often than once a month. Consultant shall not invoice the City for services or expenses that were incurred more than sixty (60) days before the date of the invoice. Failure to timely invoice the City for services or expenses shall result in Consultant's invoice being denied. In the event of a disputed or contested invoice, the City may withhold from payment that portion so disputed or contested, and the undisputed portion will be paid. Personnel of Consultant a. Consultant's Project Manager Consultant shall designate Carol Serna, PE, PMP, to serve as Project Manager for the Work performed under this Agreement. Any change of Project Manager shall require thirty days' advance written approval from the City's Representative. b. Licensed and Registered Architects/Engineers Consultant shall keep a full-time registered architects and/or engineers licensed in the State of Texas on staff and assigned to the Work for the duration of its performance of the Work. Data on Consultant's Employees Prior to commencement of the Work, Consultant shall forward to the City a detailed resume of the personnel that will be assigned to the Work. Such personnel shall include, but not be limited to, architects and/or engineers as applicable. Agreement for Professional Services, Page 2 d. Rejection of Consultant's Employees The City reserves the right to approve or reject from the Work any employees of Consultant. 4. Designation and Duties of the City's Representative a. The City's Director of Public Works and Engineering or his designee shall act as the City's Representative. b. The City's Representative shall use his best efforts to provide nonconfidential City records for Consultant's usage on the Work and to provide access to City's property and easements. However, the City does not guarantee the accuracy or correctness of the documents so provided. Notwithstanding the foregoing, Professional shall be entitled to use and rely upon information provided by the City in performing the services required under this Agreement only to the extent and level specified by the City in writing for each document provided. Nothing contained herein shall be construed to require the City to provide such records in any certain format. The format in which the existing data and documentation will be provided shall be at the sole discretion of the City. 5. Standards of Performance Consultant shall perform all services under this Agreement with the care and skill ordinarily used by members of Consultant's profession practicing under the same or similar circumstances, time and locality. Opinion of probable cost shall be based upon the consultant's experience and represent its best judgement as an experienced and qualified professional. Each submittal of opinion of probable cost shall be commensurate with the project design. Consultant shall be responsible for the technical accuracy of its services and documents resulting therefrom, and the City shall not be responsible for discovering deficiencies therein. Consultant shall correct such deficiencies without additional compensation. h. Codes and Standards (1) All references to codes, standards, environmental regulations and/or material specifications shall be to the latest revision, including all effective supplements or addenda thereto, as of the date that the order for any necessary equipment is made by the City or that the construction specified is bid by the City. (2) If any such equipment is specially manufactured, it shall be identified to the City, and the Contractor and the Seller shall present sufficient data to the City to support the design and the suitability of the equipment. Agreement for Professional Services, Page 3 (3) All materials specified on any City project shall be in accordance with City, ASTM, ACI, and AASHTO specifications, and with other recognized standards. Proprietary material or other materials for which no generally recognized standards exist may be used provided there has been at least five years of proven experience in the field, and such satisfactory documentation has been approved by the City's Representative. (4) The Work shall be designed and furnished in accordance with the most current codes and/or standards adopted by city, state, or federal government or in general custom and usage by the profession and shall comply Texas Department of Licensing and Regulation's rules and regulations, including the Texas Accessibility Standards. (5) The codes and standards used in the profession set forth minimum requirements. These may be exceeded by the Contractor or Consultant if superior methods are available for successful operation of equipment and/or for the construction project on which the Work is performed. Any alternative codes or regulations used shall have requirements that are equivalent or better than those in the above listed codes and regulations. Consultant shall state the alternative codes and regulations used. (6) Consultant agrees the services it provides as an experienced and qualified architect/engineer will reflect the professional standards, procedures and performances common in the industry for this project. Consultant further agrees that any analysis, reports, preparation of drawings, the designation or selection of materials and equipment, the selection and supervision of personnel and the performance of other services under this contract will be pursuant to the standard of performance common in the profession. (7) Consultant shall promptly correct any defective analysis caused by Consultant at no cost to City. The City's approval, acceptance, use of or payment for all or any part of Consultant's services hereunder or of the Work itself shall in no way alter Consultant's obligations or the City's rights under this Agreement. As applicable, Consultant shall provide the City with record "as -built" drawings relating to the Work, in an electronic format that is acceptable to the City. City shall be in receipt of record drawings, if applicable, prior to final payment. (8) Consultant has no control over the cost of labor, materials, equipment or services furnished by others, other than its subconsultants. Data projections and estimates are based upon Consultant's opinion based on experience and judgment. Consultant cannot and does not guarantee that actual costs and/or quantities realized will vary from the data projections and estimates prepared by Consultant. Agreement for Professional Services, Page 4 (9) Consultant shall submit all final construction documents in both hard copy and electronic format. Plans shall be AutoCAD compatible and all other documents shall be Microsoft Office compatible. The software versions used shall be compatible to current City standards. Other support documents for example structural calculations, drainage reports and geotechnical reports, shall be submitted in hard copy only. All Record Drawings electronic files shall be submitted to the City in PDF/TIF format. 6. Schedule Consultant shall not proceed with the Work or any stage thereof until written notice to proceed is provided by the City's Representative. Consultant's obligation to render services specified in Exhibit B will be for the entire period necessary for the final completion of the construction of the Work. If the Consultant contributes to any delay in the schedule, Consultant will have no right to seek and shall not be entitled to any additional compensation. 7. Instruments of Service Upon execution of this Agreement, Consultant grants to the City an ownership interest in the Instruments of Service. Consultant shall obtain similar interests from the City and Consultant's consultants consistent with this Agreement. As noted in Articles 5 & 11, Consultant shall be required to tender to City all Instruments of Service. With such ownership interest, it is expressly understood by the parties hereto that the City may use the Instruments of Service for any purposes which the City sees fit, including, but not limited to, subsequent construction, reconstruction, alteration, and/or repairs of the Project. As a condition to the City's use of the Instruments of Service, the City hereby expressly agrees to remove Consultant's name and all references to Consultant and its consultants from the Documents. Provided that this Agreement is not terminated for cause by the City, the City shall release any and all claims which the City could make arising out of or in connection with any reuse of the documents by the City. 8. Insurance Consultant shall procure and maintain at its sole cost and expense for the duration of the Agreement, insurance against claims for injuries to person or damages to property which may arise from or in connection with the performance of the Work hereunder by Consultant, its agents, representatives, volunteers, employees or subconsultants. a. Consultant's insurance coverage shall be primary insurance with respect to the City, its officials, employees and agents. Any insurance or self-insurance maintained by the City, its officials, employees or agents shall be considered in excess of Consultant's insurance and shall not contribute to it. Further, Consultant shall include all subconsultants, agents and assigns as additional insureds under its policy or shall furnish separate certificates and endorsements for each such person or entity. All coverages for subconsultants and assigns shall be subject to all of the requirements stated herein. The following is a list of standard insurance policies along with their respective minimum coverage amounts required in this Agreement: Agreement for Professional Services, Page 5 Commercial General Liability ■ General Aggregate: $2,000,000 ■ Products & Completed Operations Aggregate: $2,000,000 ■ Personal & Advertising Injury: $1,000,000 ■ Per Occurrence: $1,000,000 ■ Fire Damage $500,000 ■ Waiver of Subrogation required. ■ Coverage shall be broad form. ■ No coverage shall be deleted from standard policy without notification of individual exclusions being attached for review and acceptance. 2. Business Automobile Policy ■ Combined Single Limits: $1,000,000 ■ Coverage for "Any Auto" ■ Waiver of Subrogation required. Errors and Omissions ■ Limit: $1,000,000 for this project. ■ For all architects, engineers, andior design companies ■ Claims -made form is acceptable ■ Coverage will be in force for one (1) year after completion of the Project. ■ Waiver of Subrogation required. 4. Workers' Compensation ■ Statutory Limits ■ Employer's Liability $500,000 ■ Waiver of Subrogation required. b. The following shall be applicable to all policies of insurance required herein. Insurance carrier for all liability policies must have an A.M. Best Rating of A:VIII or better. 2. Only insurance carriers licensed and admitted to do business in the State of Texas will be accepted. 3. Liability policies must be on occurrence form. Errors and Omissions can be on claims -made form. 4. Each insurance policy shall be endorsed to state that coverage shall not be suspended, voided, canceled or reduced in coverage or in limits except after thirty (30) days' prior written notice by mail, return receipt requested, has been given to the City. Agreement for Professional Services, Page 6 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 policies and/or certificates of insurance shall be furnished to the City. 7. Upon request and without cost to the City, loss runs (claims listing) of any and/or all insurance coverages shall be furnished to the City. 8. All insurance required herein shall be secured and maintained in a company or companies satisfactory to the City, and shall be carried in the name of Consultant. Consultant shall provide copies of insurance policies and endorsements required hereunder to the City on or before the effective date of this Agreement. 4. Indemnification and Release CONSULTANT AGREES TO AND SHALL INDEMNIFY AND HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, AND EMPLOYEES (HEREINAFTER REFERRED TO AS THE "CITY") FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, CAUSES OF ACTION, SUITS AND LIABILITY OF EVERY KIND, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, AND ATTORNEY'S FEES, FOR INJURY TO OR DEATH OF ANY PERSON, FOR DAMAGE TO ANY PROPERTY OR FOR ANY BREACH OF CONTRACT TO THE EXTENT ARISING OUT OF OR IN CONNECTION WITH AN ACT OF NEGLIGENCE, INTENTIONAL TORT, INTELLECTUAL PROPERTY INFRINGEMENT, OR FAILURE TO PAY A SUBCONTRACTOR OR SUPPLIER COMMITTED BY THE PROFESSIONAL OR THE CONSULTANT'S AGENT, CONSULTANT UNDER CONTRACT, OR ANOTHER ENTITY OVER WHICH THE CONSULTANT EXERCISES CONTROL (COLLECTIVELY CONSULTANT'S PARTIES). IT IS THE EXPRESSED INTENTION OF THE PARTIES HERETO, BOTH CONSULTANT AND THE CITY, THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH IS INDEMNITY BY CONSULTANT TO INDEMNIFY AND PROTECT THE CITY FROM THE CONSEQUENCES OF CONSULTANT'S PARTIES' OWN WILLFUL MISCONDUCT, JOINT OR SOLE NEGLIGENCE AS WELL AS THE CONSULTANT'S PARTIES' INTENTIONAL Agreement for Professional Services, Page 7 TORTS, INTELLECTUAL PROPERTY INFRINGEMENTS, AND FAILURES TO MAKE PAYMENTS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. SUCH INDEMNITY SHALL NOT APPLY, HOWEVER, TO LIABILITY ARISING FROM THE PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE OF PERSONS THAT IS CAUSED BY OR RESULTS FROM THE NEGLIGENCE OF ANY PERSON OTHER THAN THE CONSULTANT'S PARTIES. IN THE EVENT THAT ANY ACTION OR PROCEEDING IS BROUGHT AGAINST THE CITY FROM WHICH THE CITY IS INDEMNIFIED, CONSULTANT FURTHER AGREES AND COVENANTS TO DEFEND THE ACTION OR PROCEEDING BY LEGAL COUNSEL ACCEPTABLE TO THE CITY. THE INDEMNITY PROVIDED HEREINABOVE SHALL SURVIVE THE TERMINATION AND/OR EXPIRATION OF THIS AGREEMENT. By this Agreement, the City does not consent to litigation or suit, and the City hereby expressly revokes any consent to litigation that it may have granted by the terms of this Contract or any other contract or agreement, any charter, or applicable state law. Nothing herein shall be construed so as to limit or waive the City's sovereign immunity. Consultant assumes full responsibility for its services performed hereunder and hereby releases, relinquishes and discharges the City, its officers, agents, and employees from all claims, demands, and causes of action of every kind and character, including the cost of defense thereof, for any injury to or death of any person (whether they be either of the parties hereto, their employees, or other third parties) and any loss of or damage to property (whether the property be that of either of the parties hereto, their employees, or other third parties) that is caused by or alleged to be caused by, arising out of, or in connection with Consultant's services to be performed hereunder. This release shall apply with respect to Consultant's services regardless of whether said claims, demands, and causes of action are covered in whole or in part by insurance. 10. Subcontractors and Subconsultants Consultant shall receive written approval of the City's Representative prior to the use of any subcontractors or subconsultants. A copy of all proposed contracts with subconsultants and/or subcontractors shall be given to the City before execution of such contracts. 11. Termination of Consultant The City, besides all other rights or remedies it may have, shall have the right to terminate this Agreement without cause upon written notice from the City Manager to Consultant of the City's election to do so. Furthermore, the City may immediately and without notice terminate this Agreement if Consultant breaches this Agreement. A breach of this Agreement shall include, but not be limited to, the following: Agreement for Professional Services, Page 8 (a) failing to pay insurance premiums, liens, claims or other charges; (b) failing to pay any payments due the city, state, or federal government from Consultant or its principals, including, but not limited to, any taxes, fees, assessments, liens, or any payments identified in this Agreement; (c) the institution of voluntary or involuntary bankruptcy proceeding against Consultant; (d) the dissolution of Consultant; (e) refusing or failing to prosecute the Work or any separable part, with the diligence that will ensure its completion within the time specified in this Agreement; (f) failing to complete Work within the time period specified in this Agreement; and/or (g) the violation of any provision of this Agreement. Upon delivery of any notice of termination required herein, Consultant shall discontinue all services in connection with the performance of the Agreement. Within ten (10) days after receipt of the notice of termination, Consultant shall submit a final statement showing in detail the services satisfactorily performed and accepted and all other appropriate documentation required herein for payment of services. At the same time that the final statement is tendered to the City, Consultant shall also tender to the City's Representative all of Consultant's instruments of service, including all drawings, special provisions, field survey notes, reports, estimates, and any and all other documents or work project generated by Consultant under this Agreement, whether complete or not, in an acceptable form and format together with all unused materials supplied by the City. No final payment will be made until all such instruments of service and materials supplied are so tendered. If this Agreement is terminated for cause, Consultant shall be liable for any damage to the City resulting therefrom. This liability includes any increased costs incurred by the City in completing Consultant's services. The rights and remedies of the City in this section are in addition to any other rights and remedies provided by law or under this Agreement. 12. Records Within ten days of the City's request and at no cost to the City, the City will be entitled to review and receive a copy of all documents that indicate work on the Project that is subject to this Agreement. 13. Supervision of Consultant Consultant is an independent contractor and the City neither reserves nor possesses any right to control the details of the Work performed by Consultant under the terms of this Agreement. 14. Billing The City shall have thirty (30) days to pay Consultant's invoices from the date of receipt of such invoices and necessary backup information. All invoices must identify with specificity the work or services performed and the date(s) of such work or services. In the event of a disputed or contested invoice, the parties understand and agree that the City may withhold the portion so contested, but the undisputed portion will be paid. Consultant shall invoice the City for work Agreement for Professional Services, Page 9 performed no more than once a month and may not invoice the City for work not performed. Invoices shall be received by the City no later than sixty calendar (60) days from the date Consultant and/or its subconsultants perform the services or incur the expense. Failure by Consultant to comply with this requirement shall result in Consultant's invoice being denied and the City being relieved from any liability for payment of the late invoice. 15. Indebtedness. If Consultant, at any time during the term of this Agreement, incurs a debt, as the word is defined in section 2-662 of the Code of Ordinances of the City of Baytown, it shall immediately notify the City's Director of Finance in writing. If the City's Director of Finance becomes aware that Consultant has incurred a debt, the City's Director of Finance shall immediately notify Consultant in writing. If Consultant does not pay the debt within 30 days of either such notification, the City's Director of Finance may deduct funds in an amount equal to the debt from any payments owed to Consultant under this Agreement, and Consultant waives any recourse therefor. 16. No Boycott Israel. Consultant agrees that it will not boycott Israel during the term of this Agreement. As used in this section, "boycott Israel" means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli -controlled territory, but does not include an action made for ordinary business purposes. 17. Reputation in the Community Consultant shall retain a high reputation in the community for providing professional architectural: engineering services. Consultant shall forward a copy of any current petition or complaint in any court of law which (a) asserts a claim for $50,000 or more for errors or omissions in providing architectural/engineering services and/or (b) seeks to deny Consultant the right to practice architecture/engineering or to perform any other services in the state of Texas. 18. Payroll and Basic Records a. Consultant shall maintain payrolls and basic payroll records during the course of the work performed under this Agreement and shall preserve them for a period of three years from the completion of the work called for under this Agreement for all personnel working on such work. Such records shall contain the name and address of each such employee, social security number, correct classification, hourly rates of wages paid, daily and weekly number of hours worked, deductions made and actual wages paid. b. Consultant shall make the records required to be maintained under the preceding subsection (a) of this section available at no cost to the City for inspection, copying or transcription or its authorized representatives within fifteen days of the City's request therefor. Consultant shall permit such representatives to interview Consultant's employees during working hours on the job. Agreement for Professional Services, Page 10 19. Governing Law This Agreement has been made under and shall be governed by the laws of the state of Texas. The parties further agree that performance and all matters related thereto shall be in Harris County, Texas. 20. Notices Unless otherwise provided in this Agreement, any notice provided for or permitted to be given must be in writing and delivered in person or by depositing same in the United States mail, postpaid and registered or certified, and addressed to the party to be notified, with return receipt requested, or by delivering the same to an officer of such party. Notice deposited in the mail as described above shall be conclusively deemed to be effective, unless otherwise stated in this Agreement, from and after the expiration of three (3) days after it is so deposited. For the purpose of notice, the addresses of the parties shall be as follows unless properly changed as provided for herein below: For the City: For Consultant: CITY OF BAYTOWN Attn: City Manager P. O. Box 424 Baytown, Texas 77522-0424 Stantec Consulting Services, Inc. Attn: Carol Serna, PE, PMP 900 Louisiana Street, Ste. 2600 Houston, TX 77002 Each party shall have the right from time to time at any time to change its respective address and each shall have the right to specify a new address, provided that at least fifteen (15) days' written notice is given of such new address to the other party. 21. No Third -Party Beneficiary This Agreement shall not bestow any rights upon any third party, but rather, shall bind and benefit Consultant and the City only. No person or entity not a signatory to this Agreement shall be entitled to rely on Professional's performance of its services hereunder, and no right to assert a claim against Professional by assignment of indemnity rights or otherwise shall accrue to a third party as a result of this Agreement or the performance of Professional's services hereunder. 22. No Right to Arbitration Notwithstanding anything to the contrary contained in this Agreement, the City and Consultant hereby agree that no claim or dispute between the City and Consultant arising out of or relating to this Agreement shall be decided by any arbitration proceeding including, without limitation, any proceeding under the Federal Arbitration Act (9 U.S.C. Sections 1-14), or any applicable Agreement for Professional Services, Page I 1 State arbitration statute, including, but not limited to, the Texas General Arbitration Act, provided that in the event that the City is subjected to an arbitration proceeding notwithstanding this provision, Consultant consents to be joined in the arbitration proceeding if Consultant's presence is required or requested by the City of complete relief to be recorded in the arbitration proceeding. 23. Waiver No waiver by either party to this Agreement of any term or condition of this Agreement shall be deemed or construed to be a waiver of any other term or condition or subsequent waiver of the same term or condition. 24. Complete Agreement This Agreement represents the entire and integrated agreement between the City and Consultant in regard to the subject matter hereof and supersedes all prior negotiations, representations or agreements, either whether written or oral, on the subject matter hereof. This Agreement may only be amended by written instrument approved and executed by both of the parties. The City and Consultant accept and agree to these terms. 25. No Assignment Consultant may not sell or assign all or part interest in this Agreement to another party or parties without the prior express written approval of the City Manager of such sale or assignment. The City may require any records or financial statements necessary in its opinion to ensure such sale or assignment will be in the best interest of the City. 26. Headings The headings used in this Agreement are for general reference only and do not have special significance. 27. Severability All parties agree that should any provision of this Agreement be determined to be invalid or unenforceable, such determination shall not affect any other term of this Agreement, which shall continue in full force and effect. 28. Ambiguities In the event of any ambiguity in any of the terms of this Agreement, it shall not be construed for or against any party hereto on the basis that such party did or did not author the same. 29. Authority The officers executing this Agreement on behalf of the parties hereby represent that such officers have full authority to execute this Agreement and to bind the party he/she represents. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiple copies, each of which shall be deemed to be an original, but all of which shall constitute but one and the same Agreement on the day of , 2021, the date of execution by the City Manager of the City of Baytown. Agreement for Professional Services, Page 12 CITY OF BAYTOWN RICHARD L. DAVIS, City Manager ATTEST: LETICIA BRYSCH, City Clerk APPROVED AS TO FORM: KAREN L. HORNER, City Attorney CONSULTANT: Stantec Consulting Services, Inc. (Company Name) 6 axi �- (Signature) David Irvine (Printed Name) Senior Vice President (Title) STATE OF TEXAS § COUNTY OF HARRIS § Before me on this day personally appeared David Irvine , in his/her capacity as Senior Vice President of ,Stantec Consulting Services, Inc. , on behalf of such corporation/ other, ® known to me; ❑ proved to me on the oath of ; or ❑ proved to me through his/her current {description of identification card or other document issued by the federal Agreement for Professional Services, Page 13 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 ' " da f r� Y , 20 AZELEA D LEWIS Notary Public State of Texes %'. -]gf Comm Expires 02.19-2022 Notary ID 131457387 u lhih and for the State of Texas 1lCOBFS01 Legal Agreement for Professional Services, Page 14 2020Wgreement. EXHIBIT "A" SCOPE OF WORK PROJECT SUMMARY The following scope of work (SOW) describes the phases of work and associated project tasks to be performed and completed by Stantec for Baker Rd Lift Station Improvements Project. The Baker Rd Lift Station Project includes the following key features: The existing Baker Road Lift Station will be rebuilt with a capacity of approximately 1,300 gallons per minute including all critical equipment at least three feet above the 500-yr floodplain. The existing 10-inch force -main will be evaluated for upsizing to meet required conveyance and flow capacity. The Project includes a Preliminary Engineering Report containing an analysis of the existing lift station, recommending options for repair or replacement of the existing wet well with associated design calculations, conversion to a submersible pump configuration, raising the electrical equipment three (3) feet above the FEMA 500-year base flood elevation, replacement of the force main, and other associated design elements. Stantec will prepare the associated construction plans and specifications for the lift station, and provide bid phase and construction phase services for the lift station design. Task 1 Proiect Management. Mee This Project Management task includes project setup and planning, development and periodic review of the project schedule, coordination of internal and City meetings, Stantec subconsultant management, review of project budget, invoicing, and City communications. Project management activities will focus on coordinating the production of deliverables, including: Project Kickoff Meeting Stantec will conduct a project initiation meeting with the City's staff within twenty (20) working days following notice to proceed. The purpose of the kickoff meeting will be to identify success factors, obtain equipment and process preferences, identify previously studied alignments, brainstorm potential design solutions, and establish a clear set of objectives for the project based on the City's input and consultation with senior technical staff. Deliverables: • Project kickoff meeting presentation Project Meetings and Workshops Stantec will prepare supporting materials to provide additional background and context to be discussed at monthly progress meetings, coordination meetings, and workshops. The level of effort is as follows: Project meetings as follows: o Monthly progress meetings during the first ten (10) months of the project. Stantec will provide meeting materials, agenda, and meeting minutes with action log. Total of 10 provided in level of effort. Baker Road Lift Station Project progress/coordination conference calls between the monthly meetings as reasonably required. Total of 5 provided in level of effort. Periodic Stakeholder meetings with project stakeholders such as Harris County, Harris County Flood Control District, the City of Baytown, and the Texas Commission on Environmental Quality. Total of 4 provided in level of effort. 2. Hold two (2) in -progress design workshops. In -progress plans and specifications will be provided for City review and comment during the workshops. The workshops include: 0 30% Preliminary Engineering Report 0 60% Design and Constructability Workshop between 60% and 90% submittal 3. Develop and maintain a project risk register to be reviewed at monthly progress meetings. Deliverables: • Meeting notes within ten (10) business days of meeting. • Monthly project status reports to be submitted with invoicing Task 2 Preliminary Design Phase Services Initial Data Collection Stantec shall complete a data request to the City including record drawings, lift station historical operations data, collection system records, service area limits, sanitary sewer overflows, and other information required to complete the preliminary design. Stantec will compile and review the data and present a summary of findings and additional data to be collected. Survey Services Stantec will provide Surveying Services. Basic requirements are as follows: 1. Boundary Survey Services - Stantec will provide a boundary survey of the existing Lift Station site, being a 0.13 acres easements site shown on Quail Hollow Section One subdivision. The survey will show the ownership of the adjacent properties as well as the subject tract. 2. Title Abstracting by Third Party Title Company - Stantec will provide a title report (by others) showing fee ownership, liens and easements of the existing lift station site and a title report of the ± 0.24-acre triangle tract located north of Baker Road and West of Goose Creek. Ownership and easements will also be researched for Baker Road in the area and Goose Creek on the North and South side of Baker Road. 3. Easement Exhibit and Metes & Bounds description of the Existing Lift Station Site - The 0.13- acre easement site is shown on the Quail Hollow Section One subdivision plat but appears to be outside of the platted acreage. The easement does not appear to have been recorded in a separate easement document. Stantec will provide an easement exhibit drawing and metes & bounds description of the lift station site to be recorded. 4. Topographic Survey Services - Stantec will provide a topographic survey of the existing Lift Station site and the proposed force main area. This area crosses Baker Road and crosses the Goose Creek on the South side of Baker Road. Major accessible features of the lift station Page 2 of 11 Baker Road Lift Station will be surveyed as well. Anticipated is topographic survey of approximately 2.0 acres including: • The identification of adjacent property for the purposes of establishing the existing property corners, as well as identification of adjacent easements and right- of -ways. • The location of structures and above ground improvements. • The surface elevations across the survey area at fifty (50) feet intervals or at changes in grade. Top of canal/ditch banks and centerlines of the canals/ditches. • The extents of retaining walls, bridges and bridge abutments. • The extents and centerline of roads (include type of surfacing), as well as paths, sidewalks, alley approaches, drive approaches, lane markings, traffic signs, road surface transitions, and other transportation related items. • Drawings that identify project control and benchmarks for inclusion in the plan sets. Survey will use/tie into the City's control monuments. • Top of curbs, gutter flow lines, and other drainage flow paths. • The location of trees and hedges 6-inches in diameter and larger. Indicate location, diameter and species. • Power, utility and light poles, overhead power lines, guy wires, anchors, electric vaults, fencing, sheds/outbuildings, barriers, gates, signs, and telephone pedestals. • Location of geotechnical borings. • Sanitary sewer top of manholes, surrounding existing grade, flow line elevation and sizes of all pipes entering or exiting. Similar information for wet well. • Incorporation of record drawings into existing topographic survey. Deliverables • Survey Topographic Civil 3D CAD • Survey Boundary Sheet • Survey Control Sheet • Title abstracts obtained Geotechnical Services Geotest Engineering, inc. will provide field testing and Geotechnical Engineering services. Basic requirements are as follows and additional requirements will be submitted as a proposal to the City for approval. Geotechnical Services for Lift Station and Force Main • Anticipated are one (1) bores at 50 feet deep each and one piezometer at 50 feet deep each for the Lift Station site. • Anticipated are two (2) bores at 30 feet deep each and one piezometer at 30 feet deep each for the Force Main alignment. • Borings will be used to estimate site stratigraphy, and soil samples will be collected for lab testing. All specified field and lab standards will be prepared per ASTM standards. • Provide a geotechnical report with bore logs and test data, groundwater conditions, foundation recommendations for the wet well structure, elevated platform structure, pavement recommendations, structural fill requirements, and general earthwork recommendations. Page 3 of 11 Baker Road Lift Station Deliverables Draft Geotechnical Report Final Geotechnical Report Environmental Services Stantec will prepare a Phase I Environmental Site Assessment (ESA), as outlined herein, in accordance with the American Society for Testing and Materials (ASTM) Standard E 1527-13, adapted for project -specific conditions for Baytown -Baker Road Lift Station. An All Appropriate Inquiry will not be conducted, and no contact will be made with public agencies or other entities not discussed within this proposal without the City's approval. The work will be conducted in accordance with applicable laws and regulations and consistent with industry -standard protocols and will consist of the following activities: • Review of reasonably available information and site records from the City, relevant government agencies, and a purchased third party environmental database search report, where available, for the Site to document the site history, including land uses, development of the Site and surrounding area, site ownership and operations, regulatory interactions, and potential sources of environmental contamination or evidence of spills. • Conduct a site reconnaissance and interview site personnel to document the status of the Site, such as: • General property condition • Air emission sources and treatment • Water use and discharges • Chemical and waste management practices, including current and past use of chemicals, fuels, or other hazardous items stored on site, and waste generated and methods of disposal for such wastes • Current and former above -ground and underground storage tanks • Potential sources of lead -based paint, asbestos, or polychlorinated biphenyls • Surface drainage patterns, including inlets, pits, sumps, and floor drains • Areas of discoloration or disturbed soil, pavement, or surface waters, or sparse, distressed, or dead vegetation • Environmental remediation and/or monitoring • Other aspects of the property that may be of Recognized Environmental Concern (REC) as described in ASTM E 1527-13. Stantec will provide the City a draft report within three weeks following the site visit. The reports are expected to include the following: • Narrative chronology of completed activities • Description of observations, including any RECs • Figures depicting the site location, surrounding area, and site features • Site visit photographic log • Readily available third -party environmental database search report and historical use records • Readily available and relevant site records. Page 4of11 Baker Road Lift Station Deliverables • Draft Phase I Environmental Site Assessment • Final Phase I Environmental Site Assessment Preliminary Engineering Report Stantec shall complete a Preliminary Engineering Report for the lift station and force main and document the findings and recommendations. Stantec will provide background information on the project to satisfy TCEQ Preliminary Engineering Report requirements as defined in the Texas Administrative Code Chapter 217. The report will include establishing existing site conditions, site and flood mitigation evaluation, existing wet well structural evaluation, preliminary civil and mechanical design, force main and mechanical calculations, constructability concerns, construction schedule, opinion of probable construction cost, and permitting requirements. The report will also include a Collection System Analysis for the upstream collection system flows for the lift station and document the findings and recommendations. Stantec shall evaluate the existing service area flow projection based on number of homes and Baytown average flows per home. Existing Baytown flow information from similar lift stations and/or wastewater treatment plants will be utilized to estimate the average day flows and peak flow rates. This evaluation will be utilized to validate the required pumping capacity for the lift station against historical pump run times. Upon City review comments being issued, review consolidate and prepare detailed written responses to the City. Review report per comments and submit final formal report (sign and sealed). Deliverables • Draft Preliminary Engineering Report — Digital submittal 0 30% Drawings 0 30% Opinion of Probable Construction Cost 0 30% Schedule 0 30% Specifications — Table of Contents only o Draft Geotechnical Report o Submittal Checklist o Utility Coordination/Conflict List • Review Workshop • Final Preliminary Engineering Report — Digital submittal Task 3 Final Design Phase Services On the basis of the approved Preliminary Engineering Report, Stantec shall prepare 60% 90%, and 100% general, civil, structural, mechanical, electrical, and instrumentation construction Page 5 of 11 Baker Road Lift Station drawings (22x34) and technical specifications as required to provide a Final Design package for the Project. 1. Prepare technical construction specifications using Stantec's standard technical specifications. Divisions 00 through 03 will utilize the City standard specifications. The geotechnical field data and report will be included only as supplemental information to the contractor. 2. Stantec will respond to comments and revise the 60% 90% and 100% plans and specifications as appropriate. City comments will be incorporated into a single set of review comments and conflicting comments will be resolved before submission to Stantec. 3. Constructability review will be conducted after the 60% and before the 90% submittal. The review will be a workshop with a presentation by Stantec. City comments will be incorporated and addressed at the 90% submittal. 4. Based on the drawings, specifications, and the design review workshops, Stantec shall prepare 60% 90%, and 100% OPCCs for the construction of the Project. The OPCCs will be prepared in accordance with American Association of Cost Engineering (AACE) International Standards. 5. Stantec will assist to identify and acquire and submit all necessary permits and approvals required for design approval and construction. Coordinate with external regulatory and permitting agencies, including but not limited to: a. Texas Commission on Environmental Quality b. Harris County Flood Control c. Centerpoint Gas d. Centerpoint Electric e. AT&T, Verizon, etc. 6. Stantec shall prepare the bidding documents using the City's standard construction bidding documents (Notice to Bidders, Instructions to Bidders, Bid Forms, Bond Forms, Agreement and General Conditions). The contract documents shall include bid set plans and specifications complete and biddable for construction meeting building code and regulatory requirements. Deliverables: • Submit digital sets of 60%, 90%, and 100% document plans with drawings, specifications, and OPCC. Final bid documents will be submitted in PDF and excel file format as is suitable for City's Ebid system. 0 60/90/100% Drawings 0 60/90/100% Opinion of Probable Construction Cost 0 60/90/100% Schedule 0 60/90/100% Specifications o Final Geotechnical Report Page 6 of 11 Baker Road Lift Station o Submittal Checklist o Utility Coordination/Conflict List 0 60/90/100% Review Comment Responses o Additional documents as required for bidding and construction Coordination of utility and agency permitting. 60% Design and Constructability Review Workshop including digital sets of design workshops agenda and minutes. Task 4 Bid Phase Services Bid Phase Services Stantec shall support the City during bid phase and provide the followings services: 1) Provide electronic copy of bid -ready package to the Project Manager: a) Notice to Bidders (NTB) and list of bid items to the Project Manager in an electronic form appropriate for the electronic procurement. The City is responsible for advertising and coordination with newspapers. The City is responsible for uploading and managing documents for the procurement platform. b) Attend pre -bid meeting and attend bid opening. c) Respond in writing to questions from bidders and prepare up to two (2) addenda, coordinate with Project Manager as necessary. d) Assist with creation of Bid Proposal* — line items and all required documents, coordination with City staff. 2) Prepare Engineer's Recommendation of Award Letter that includes the following required content: a) Check for math errors and reconcile any mathematical discrepancies. b) Review for unbalanced bid items. c) Certified Bid Tabulation including Engineer's estimate. d) Review of contractor's financial standing and references. e) Explanation of discrepancies between the Engineer's estimate and bids. f) Recommendation to award. 3) Prepare final construction documents, which shall include the following: a) Provide PDF's of the "Issued for Construction" Conformance Plans and Specifications to the OWNER. b) Print two (2) full-size sets "Issued for Construction" Conformance Plans and Specifications to Contractor upon award of contract. c) Print two (2) half-size sets "Issued for Construction" Conformance Plans for City's use. d) Furnishing additional copies of review documents and/or bid documents in excess of the number of the same identified above will be considered as Additional Services. 4) Attend City Council meeting for recommendation for award of Construction Contract. *This is the use of bid strategies to attain lowest possible prices for work, use of alternatives, etc. Page 7 of 11 Baker Road Lift Station Task 5 Construction Phase Services Construction Phase Services Stantec shall support the City during Construction phase and provide the followings services: Construction Administration a) Prepare for and attend pre -construction meeting to provide information & answer questions. b) Attend up to twelve (12) monthly progress meetings with Construction Manager, Contractor. c) Review & comment on Construction's submittals, Requests for Information (RFI's), and Requests for Change Orders (RCOs) including coordination with Construction Manager. d) Provide interpretive guidance for Contractor, City's Construction Manager in resolution of problems. e) Review all service provider submittals for compliance with construction contract documents and provide recommendations to the City. f) Provide on -site supervision and oversight of construction activities at a minimum on a bi- monthly basis or as directed by the City. g) Attend substantial completion inspection with two staff. Coordinate with City Staff to review progress of work for Substantial Completion; with production of punch list; substantiation that items are completed; and issue Certificate of Substantial Completion. h) Attend final completion inspection with two staff and issue letter to City recommending acceptance & release of final payment. i) Provide Record Drawings from Contractor's As-Builts in electronic format. Page 8 of 11 Baker Road Lift Station Hourly Rate Tables Position Hourly Rate Principal in Charge $255.00 Discipline Lead $225.00 Project Manager $185.00 Project Engineer $165.00 Sr. CADD Technician $160.00 Professional Engineer $155.00 Engineer in Training $135.00 CADD Technician $120.00 Administrative Support $90.00 Estimator $185.00 Sr. Environmental Scientist $165.00 Environmental Scientist $145.00 RPLS $180.00 Survey Technician $145.00 2-Person Survey Crew $190.00 Page 9 of 11 EXHIBIT "B" - LEVEL OF EFFORT - Baker Road Lift Station Rehabilitation �� • ,. ........... �m���©���o��©�®®��o�©ate MEMM ®� MENOMEMMEMMERM momm Q3•� .'" a��������������r�m-ri�iEs:T7��C]�D�r:.scs.•� RqM Vwrnvrt W4 LaYco-n rA Rhrrw�My�.rtlF.WD"p�l�%90%lOD%'Nbconµ%0ona6vC 1»Qirp vry Wa Te1tl ;SOf f#0.{bA0 MMAO f111.p1.f0 WfA1fM 6] Glrr rA Ues'num »n�ef NM tm{MM».Iquy n" W o'ue0 e..s Sb �anW.rrthnN»Np"w µs 10% Page 10 of 11 EXHIBIT "C" %IOEECTXNEDOIE E021 �i: Task game 51,,t Wtl End Date Duration LL - ' o '6 s o ConstmcbonPhase Page 11 of 11