BAWA Resolution No. 2010-06 IZFSOLU'I]ON NO. 2010-6
A It SOLUTION OF HIF BOARD OF DIRECTORS OF THE BAYTOWN AREA
WATER AUTHORITY AUTHORVING .AN AGREEMEN-F FOR PROFESSIONAL
SERVICES WI'1-11 MALCIOLM PIRNIL, INC.. FOR THE CONCEPTUAL
6NGIiv LEI21NG-PtIASIi 01=TT-IF,BAYTOWN AREA WATER AC FHORITY WATER
TREATMENT PLANT IMPROVEMENT PROJECT SUBJFC1F TO Till, CITY
COUNCII 'S APPROVAL OF 'FI IE AGREEMENT; ANTI IORILING PAYMENT BY
'iT-7E BAYTOWN AREA WATER AUTHORITY OF AN AMOUNT NOT `10
H EXCEED SIX UNDRED EIGHTEEN THOUSAND SEVEN IIUNDRED NINETY-
FOUR AND NOr100 DOLLARS (S618,704.00); AND PROVIDING FOR THE
EFFI CTIV F DA-1 ETFIEREOF.
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13E I I RESOLVED BY TILE BOARD OF DIRECTORS OF THE BAYT'OWN AREA WAI'6R
AUTHORITY:
Section 1: That subject to the approval of the City Council of the City of Baytou-n, Texas,
the Board of D'n'ectois of the Btlytown Area Watei Authority hereby authorizes an Agreement for
Professional Services "ith Malcolm Pirtle, Inc-, for the Conceptual engineering phase of the Baytown
Area Water Authority Water Treatment Plant ImproN ement Project. A copy of said agreement is attached
hereto as:Exhibn "A°and incorporated herein for all intents and purposes.
.Section 2: That the Board of Directors of the Baytown Area Water Authority authorizes
payment to Malcolm Pirnie Inc., in an amount not m exceed SIX HUNDRED FIGHT HE N THOUSAND
SEVEN HUNDRED NINETY-FOUR AND iN01100 DOLLARS (S'61S,794.U0), pursuant to the
Agreement.
Section 3: That File General Manager is hereby granted general authority to appntveany
change order involving at deccase or an increase in costs of (WENT Y-FIVE THOUSAND .AND N01100
DOLLARS 62,.000.00)m less, provided that the pnainai contract price may not be increased by more
than ten percent (10°%) or decreased by more than ten Imeent(I0%)without the consent of the contraetor
to such decrease.
Section 4: 'This resolution shall tale effect immediately from and atter its, passage b=ihe
Board of Directors of the Flavioll n Area A ater Auhority,
IN'I RODUCED: READ and PASSED, by the affirmative vote oithe Board of Directors ofthe
Bay town Ai ca Water Authoi vy this the l Q' do of M ay,2010.
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30 11 N jL SANDI IOI . 1 resident
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APPROVED As i0 FORM:
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Exhibit "A"
STANDARD FORM OF AGREEMENT
BETWEEN OWNER AND ENGINEER
FOR
PROFESSIONAL SERVICES
THIS AGREEMENT effective as of the_day of April,2010("Effective Date").
Between
Baytown Area Water Authority("OWNER")
and
Malcolm Pirnie, Inc.("ENGINEER")
ENGINEER shall perform professional services necessary for the Baytown Area Water Authority Water Treatment
Plant Improvement Project.which includes an evaluation of the plat to determine needed capital improvements to
continue to meet regulatory requirements and provide high quality water to its customers. The objectives of this
project arc as follows:
'r To develop treated water quality goals to maintain compliance with all applicable regulations;
Y To develop a list of needed capital improvements,with costs to implement;
To prioritize capital improvements;and
To develop a plan to enhance overall operations of the water treatment plant
The OWNER has identified the following major improvements to be incorporated in the project:
Media replacement,value actuator replacement and underdrain replacement for the medial filters as part of
the conversion to air scour and addition of filter-lo-waste;
Lime addition at rapid mix;
Mechanical rapid mix:
D Convert from anhydrous ammonia to aqueous ammonia or liquid ammonium sulfate;
Baffle the fombay to reduce short-circuiting;
Upgrade SCADA servers,workstations and historian computers;
;- Drainage improvements for die entire site;
:- Replace chlorine manifolds and automatic shutoff valves;and
i Electric power distribution system upgrade.
("Project").
OWNER and ENGINEER in consideration of their mutual covenants as set forth herein agree as follows:
Standard Farm of Agreement
Between Owner and Engineer for Professional Services
Page i of 1 l
TABLE OF CONTENTS Eam
ARTICLE 1-SERVICES OF ENGINEER........................................................................................................................3
1.01 Scope.................................................................................................................................................................3
ARTICLE 2-OWNER'S RESPONSBILITIES................................................................................................................3
2.01 General..............................................................................................................................................................3
ARTICLE 3-TIMES FOR RENDERING SERVICES......................................................................................................3
3.01 General........................................................................................................................... ..........3
.........................
3.02 Suspension.........................................................................................................................................................3
ARTICLE 4-PAYMENTS TO ENGINEER.....................................................:................................................................3
4.01 Methods of Payment for Services and Reimbursable Expenses of ENGINEER............................................3
4.02 Other Provisions Concerning Payments...........................................................................................................3
ARTICLE5-OPINIONS OF COST...................................................................................................................................4
5.01 Opinions of Probable Construction Cost.........................................................................................................4
5.02 Designing to Construction Cost Limit.............................................................................................................4
5.03 Opinions of Total Project Costs.......................................................................................................................4
ARTICLE 6-GENERAL CONSIDERATIONS................................................................................................................4
6.01 Standards of Perfommm.................................................................................................................................4
6.02 Authorized Project Rcpmsentatwcs..................................................................................................................5
6.03 Design without Construction Phase Services...................................................................................................5
6.04 Use of Documents.............................................................................................................................................5
6.05 Insurance............................................................................................................................................................6
6.06 Tennination.......................................................................................................................................................6
6.07 Controlling Law................................................................................................................................................6
6.08 Successors,Assigns,and Beneficiaries............................................................................................................6
6.09 Dispute Resolution............................................................................................................................................7
6.10 Hazardous Environmental Condition...............................................................................................................7
6.11 Allocation of Risks............................................................................................................................................7
6.12 Notices...............................................................................................................................................................7
6.13 Sunhval..............................................................................................................................................................7
6.14 Scvcmbility........................................................................................................................................................7
6.15 Waiver...............................................................................................................................................................7
6.16 Headings............................................................................................................................................................8
ARTICLE7- DEFINITIONS.............................................................................................................................................8
7.01 DefrnodTerms..................................................................................................................................................8
ARTICLE 8-EXHIBITS AND SPECIAL PROVISIONS.................................................................................................9
8.01 Exlubits Included...............................................................................................................................................9
8.02 Total Agreement.............................................................................................................................................. 10
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 2 of I I
ARTICLE 1 -SERVICES OF ENGINEER causes or contributes to die delay or suspension,ENGINEER
shall have:no right to seek additional compensation.
1.01 Scope ARTICLE 4-PAYMENTS TO ENGINEER
A. ENGINEER shall provide the Basic and Additional
Services set forth herein and in Exhibit A. 4.01 Methods of Payment for Sen•ices and
Reimbursable Expenses of ENGINEER
B. Upon this Agreement becoming effective.
ENGINEER is authodwd to begin Basic Services as set forth A. For Basic Services. OWNER shall pay ENGINEER
in Exhibit A. for Basic Services perforated or himished under Exhibit A,
Pan 1.as set forth in Exhibit C.
C.(Deleted).
B. For :Idditional Services. OWNER shall pm-
ARTICLE 2-OWNER'S RESPONSIBILITIES ENGINEER for Additional Services perforated or furnished
under Exhibit A.Part 2,as set forth in Exhibit C.
2.01 General C.(Modified) For Reimbursable Fxpenvev. In
addition to payments provided for in paragraphs 4.01.A and
A. OWNER shall have the responsibilities set forth 4.013. OWNER shall pay ENGINEER for Reimbursable
herein and in Exhibit B. Expenses incurred by ENGINEER and ENGINEER's
Consultants as set forth in Exhibit C. However.all expenses
associated with meals and lodging must be approved in
ARTICLE 3-TIMES FOR RENDERING SERVICES writing by OWNER prior to ENGINEER incurring any
expense associated therewith; otherwise, the parties hereto
agree and understand that OWNER shall not be liable and
3.01 General ENGINEER shall not make a claim against OWNER for any
such expenses.
A. (Modified) ENGINEER's services and
compensation under this Agreement have been agreed to 4.02 Other Provisions Conceming Payments
perform the services required herein for the Project.
ENGINEER's obligation to render services hereunder will be A. Preparation of Invoices. Invoices will be prepared
for whatever period necessary for the final completion of said in accordance with ENGINEER's standard invoicing
services practices and will be submitted to OWNER periodically via
mail or email by ENGINEER. unless otherwise agreed.
B. (Deleted). ENGINEER shall supply detailed back-up information along
with each invoice in order for the OWNER to effectively
C. (Modified)For purposes of this Agreement die term evaluate the fees and charges. The amount billed in each
"day"means a calendar day of 24 hours. invoice will be calculated as set forth in Exhibit C.
3.02 Suspension B.(Modified) Pgvment of Inmices. Invoices are due
and payable within 30 days alter the receipt of the invoice and
A.(Deleted) the neoessaiy backup information. If OWNER fails to make
any payment due ENGINEER for services and expenses
B. (Modified)If ENGINEER's services are delayed or within 30 days after receipt of ENGINEER's invoice and lite
suspended in whole or in part by OWNER,ENGINEER may required backup documentation therefor, the amounts due
be entitled to equitable adjustment of rates and amounts of ENGINEER will accrue interest at the rate set forth in
compensation provided for elsewhere in this Agreement to Section 2251.025 of llte Texas Government Code (or ilia
reflect, reasonable costs incurred by ENGINEER in maximum rate of interest permitted by law, if less) after the
connection with., among other things, such delay or 301h day. ENGINEER nuV after giving seven days' written
suspension and mactivation and the fact dial the time for notice to OWNER suspend services under this Agreement
performance under this Agreement has been revised, unless until ENGINEER has been paid in full all amounts due for
such delay or suspension is caused in whole or in part by the services,expenses, and other related charges. However, it is
ENGINEER, its officers,agents,or employees. If Engineer expressly understood and agreed that ENGINEER will not
Standard Form of Agreement
Between Owner and Engineer for Pmfessional Services
Page 3 of I 1
charge any interest or penalty as set forth herein on any materials,equipment,or services furnished by others,or over
portion of an invoice that is disputed and/or withheld in the Contractor's methods of determining prices, or over
accordance with paragraph 4.02 and that ENGINEER will not competitive bidding or market conditions, ENGINEER
suspend services under ttte agreement on account of a cannot and does not guarantee that proposals,bids, or actual
disputed invoice or on account of monies withheld. All Construction Cost will not vary from opinions of probable
payments will be credited first to principal and then to Construction Cost prepared by ENGINEER. If OWNER
Wcrcst• wishes greater assurance: as to probable Constntction Cost.
OWNER shall employ an independent cost estimator as
C. Disputed Invoices. In the event of a disputed or provided in Exhibit B.
contested invoice, only that portion so contested may be
withheld from payment, and the undisputed portion will be 5.02 Designing to Construction Cost Limit
paid.
A. (Deleted)
D. Pa
wnents Upon Termination.
5.03 Opinions of Total Project Costs
1. in the event of any termination under section
6.06, ENGINEER will be entitled to invoice OWNER A. (Deleted)
and will be paid in accordance with Exhibit C for all
services performed or fitmishcd and all Reimbursable ARTICLE 6-GENERAL CONSIDERATIONS
E.\penses incurred through the effective date of
lermirtation; provided all instruments of service have
been tendered to the OWNER 6.01 Standards of Performance
2.(Deleted) A. (Modified)The standard of care for all professional
engineering and related services performed or funtisited by
E.(Modified) Records of ENGINEER:c Caw. ENGINEER under this Agreement will be the cane and skill
Records of ENGINEER's costs pertinent to ENGINEER's ordinarily used by members of ENGINEER's profession
compensation under this Agreement shall be kept in practicing under similar circumstances at the same time and in
accordance with generally accepted accounting practices. the same locality.
Copies of such records will be made available to OWNER
upon request at no cost to OWNER. B. (Modified) ENGINEER shall be responsible for the
technical nccumcy of its services and documents resulting
F. Legislative Actions. In the event of legislative therefrom, and OWNER shall not be responsible for
actions after the Effective Date of the Agreement by any level discovering dofrciencics therein. ENGINEER shall correct
of government that impose takes, fees, or costs on such deficiencies without additional compensation except to
ENGINEER's services or other costs in connection with this the extern such action is directly attributable to deficiencies in
Project or compensation therefor, such new tares, fees, or OWNER-fumishal inforntation upon which ENGINEER is
costs shall be invoiced to and paid by OWNER as a authorized to rely as provided in Section 6.0I.E.
Reimbursable Expense to which a Factor of 1.0 sha11 be
applied. Should such taxes, fees, or costs be imposed, they C. ENGINEER shall perform or furnish professional
shrill be in addition to ENGINEER's estimated total engineering and related services in all phrases of the Project to
compensation which this Agreement applies. ENGINEER shall serve as
OWNER's prime professional for the Projod. ENGINEER
ARTICLE 5-OPINIONS OF COST may employ such ENGINEER's Consultants as ENGINEER
deems necessary to assist in the performance or fumishing of
the services. ENGINEER shall not be required to employ am'
5.01 Opinions of Probable Construction Cost ENGINEER's Consttltant unacceptable to ENGINEER.
A. ENGINEER's opinions of probable Construction D. ENGINEER and OWNER shall comply with
Cost provided for herein are to be made on the basis of applicable Laws or Regulations and OWNER-mandated
ENGINEER's experience and qualifications and represent standards. This Agreement is based on these requirements as
ENGINEER's best judgment as an eqxricnced and qualified of its Effective Date. Changes to these requirements after the
professional generally familiar with the industry. However. Effective Date of this Agreement may be the basis for
since ENGINEER has no control over the cost of labor, modifications to OWNER's responsibilities or to
Standard Form of Agreemenl
Between Owner and Engineer for Professional Services
Page 4 of I I
ENGINEER's scope of services, times of performance, or A. (Modified) Upon execution of this Agreement, lite
compensation. ENGINEER grants to the OWNER an ownership interest in
the Instruments of Service. The ENGINEER shall obtain
E.(Modified) OWNER shall be responsible for. find similar interests from the OWNER and the ENGINEER's
ENGINEER may rely upon, the accuracy and completeness consultants consistent with this Agreement. Within seven
of all requirements,programs,instructions,reports,data, and days of any termination or expiration of this Ag==nt. nice
other information famished by OWNER to ENGINEER ENGINEER shall be required to tender to OWNER all
pursuant to this Agreement, unless expressly stated or Instruments of Service; provided OWNER has paid all
communicated otherwise by OWNER. ENGINEER may use monies, excluding any disputed amount, due and owing to
such requirements, reports, data, and inforim ion in ENGINEER in accordance with this Agreement. With such
performing or furnishing services under this Agreement. ownership interest, it is expressly understood by the parties
hereto that the OWNER may use the Instruments of Service
F. OWNER shall make decisions and carry out its other for any purposes which the OWNER sees fit. including.but
responsibilities in a timely manner and shall bear all costs not limited to, subsequent construction reconstruction.
incident thereto so as not to delay the services of alteration,and/or repairs of the Project. As a condition to the
ENGINEER. OWNER's use of the Instruments of Service. the OWNER
hereby expressly agrees to remove the ENGINEER's name
G. (Deleted). and all references to the ENGINEER and its consultants from
the Documents. The OWNER hereby releases any and all
H.(Modified) ENGINEER shall not be required to sign claims which the OWNER could make arising out of or in
any documents, no matter by whom requested, that would connection with any reuse of the documents by cite OWNER.
result In ENGINEER's !raving to certify, guarantee or This release of claims for the matters covered in this
warrant the existence of conditions whose existence Paragraph 6.04.A shall be ror the benefit of the ENGINEER
ENGINEER cannot ascertain;provided,that ENGINEER has its officers. and employees and sub-consultants, as well as
exercised due diligence and was not otherwise required to their successors and assigns.
certify,guarantee or warrant the existence of such conditions.
B. (Modified) Copies of OWNER-fumishcd data that
1. (Deleted). may be relied upon by ENGINEER are limited to the printed
copies list arc delivered to ENGINEER pursuant to Exhibit B
J.(Deleted) unless otherwise expressly stated or communicated by
OWNER. Files in electronic media format of text. data,
K(Deleted). graphics. or of other types that arc furnished by OWNER to
ENGINEER are only for convenience of ENGINEER. Any
L.(Deleted). conclusion or information obtained or derived from such
electronic files will be at the user's sole risk.
6.02 Authorized Project Representatives
C. Copies of Documents that may be relied upon by
A. Contemporaneous with the execution of thus OWNER are limited to the printed copies(also known as hard
Agreement. ENGINEER and OWNER shall designate copies)that are signed or scaled by the ENGINEER. Files in
specific individuals to act as ENGINEER's and OWNER's electronic media format of text, data, graphics, or of other
representatives with inspect to cite services to be performed or types that are furnished by ENGINEER to OWNER are only
furnished by ENGINEER and responsibilities or OWNER for convenience of OWNER. Any conclusion or information
under this Agreement. Such individuals shall have authority obtained or derived from such electronic files will be at the
to transmit instructions, receive information, and render user's sole risk.
decisions relative to the Project on behalf of each respective
party. D. Because data stored in electronic media formal can
deteriorate or be modified inadvertently or otherwise without
6.03 Design without Constnution Phase Services authorization of the data's creator, the party mcening
electronic files agrees that it will perform acceptance tests or
(Deleted). procedures within 60 days, after which the nxciving party
shall be deemed to have accepted the data tins transferred.
6.04 Use of Documents The party delivering the cicctroric rules swill cornet any errors
detected within the 60-fay acceptance period ENGINEER
shall not be responsible to maintain documents stored in
electronic media format after acceptance by OWNER.
Standard Form of Agreement
Between Owner and Engineer for Proressionnl Services
Page 5 of 1 l
a. (Modified) By either party upon 30 days'
E. When transferring documents in electronic media written notice in the event of failure by the other
format.ENGINEER makes no representations as to long-term party to perform in accordance with the terns hereof
compatibility,usability,or readability of documents resulting through no fault of the terminating party,or
from true use of soilwam application packages, operating
systems,or computer hardware differing from those used by b. By ENGINEER upon seven days written
ENGINEER at the beginning of this Project. notice if ENGINEER is being requested by
OWNER to furnish or perform services contrary to
F. (Modified) Any use of the Documents on any ENGINEER's responsibility as a licensed
extension of the Project or on any other project shall be at professional.
OWNER's sole risk and OWNER hereby releases
ENGINEER from any liability associated solely with the C. Notwithstanding the foregoing, this
reuse of the Documents. Agreement will not terminate as a result of such
substantial failure if the party receiving such notice
G. If there is a discrepancy between the electronic tiles begins, utithin seven days of receipt of such notice,
and the hard copies,the hard copies govern to correct its failure to perform and proceeds
diligently to cute such failure within no more than
H. Any verification or adaptation of the Documents for 30 days of receipt thereof,provided,however,that if
extensions of the Project or for any other project will enlide and to the extent such substantial failure carrot be
ENGINEER to further compensation at rates to be agreed reasonably cured within such 30 day period, and if
upon by OWNER and ENGINEER. such party has diligently attempted to cure the same
and thereafter continues diligently to cure the same
6.05 Insurance then the cure period provided for herein shall extend
up to,but in no case more than 60 days after the date
A. ENGINEER shall procure and maintain insurance as of receipt of the notice.
set forth in Exhibit G,"Insurance."
2. For convenience by OWNER effective upon the
B. Not used. receipt of notice by ENGINEER.
C. Not used. B. Not used.
D. Not used. 6.07 Controlling Law
E. Not used. A. This Agreement is to be governed by the law of the
state in which die Project is located.
F. At any time, OWNER may request Ilan
ENGINEER, at OWNER's sole expense, provide additional 6.08 Successors,Assigns,and Beneficiaries
insurance coverage, increased limits, or revised deductibles
that arc more protective than those specified in Exhibit G. If A. OWNER and ENGINEER each is hereby bound and
so requested by OWNER, with the concurrence of the partners, successors, executors, administrators and legal
ENGINEER. and if commercially available. ENGINEER representatives of OWNER and ENGINEER (and to the
shall obtain and shall require ENGINEER's Consultants to extent permitted by paragraph 6.08.B the assigns of OWNER
obtain such additional insurance coverage,different limits,or and ENGINEER)are hereby bound to the other party to this
revised deductibles for such periods of time as requested by Agreement and to the partners, successors, e..cutom
OWNER,and Exhibit G will be supplemented to incorporate administmtors and legal representatives(and said assigns)of
these requirements. such other party, in respect of all covenants.agreements and
obligations of this Agreement.
6.06 Termination
B. Neither OWNER nor ENGINEER may assign
A.(Modified) The obligations hereunder may be sublet.or transfer any rights under or interest(including.but
terminated: without limitation. moneys that are due or may become clue)
in this Agreement without the written consent of the other,
1. For cause, except to the extent dial any assignment, subletting, or
transfer is nandated or restricted by law. Unless specifically
Standard Fomt of Agreement
Between Owner and Engineer for Professional Senrices
Page 6 of I I
stated to the contrary in any written consent to an assignment, ENGINEER is not and shall not be required to become an
no assignment will release or discharge the assignor from any "arranger." "operator," "generator," or "lrnnsponce' of
duty or responsibility under this Agreement. hazardous substances, as defined in the Comprehensive
Environmental Response.Compensation,and Liability Act of
C. Unless expressly provided otlrenvise in this 1990(CERCLA),which are or may be encountered at or new
Agreement: the Site in connection with ENGINEER's activities under this
Agreement.
1. Nothing in this Agreement shall be construed to
create, impose, or give rise to any duty owed by F. If ENGINEER's services under lids Agreement
OWNER or ENGINEER to any Contractor.Contractor's cannot be performed because of a Hazardous Environmental
subcontractor, supplier, other individual or entity, or to Condition, the existence of the condition simll justify
any surety for or employee of any of diem. ENGINEER's terminating this Agreement for cause on 30
days notice.
2. All duties and responsibilities undertaken
pursuant to this Agreement will be for the sole and 6.11 Allocation of Risks
exclusive benefit of OWNER and ENGINEER and not
for the benefit of any other patty. 71he OWNER agrees A. (Modified) indemnification Sec Exldbit K.
that the substance of the provisions of this paragraph
6.08.0 shall appear in the Contract Documents.
6.12 Notices
6.09 Not Used.
A. (Modified) Any notice required under this
6.10 Hazardous Environmental Condition Agreement will be in writing. addressed to the appropriate
patty at its address on the signature page and given
A. OWNER represents to Engineer that to the best of its personally.or by registered or certified mail postage prepaid.
knowledge a Hazardous Environmental Condition does not or by a commercial courier service. Additionally, notices
exist. may be given via facsimile or by electronic mail if such notice
is also given personally. or by registered or cettifted mail or
B.(Modified) OWNER has disclosed to the best of by a commercial courier service. All notices shall be cfi'ecdve
its knowledge and belief to ENGINEER die custence of all upon the dale of receipt.
Asbestos, PCBs. Petroleum, Hazardous Waste. or
Radioactive Material located at or near the Site, including 6.13 Sun ival
type,quantity and location.
A. (Modified) All express representations.
C.(Modified) If a Hazardous Environmental indemnifications, and limitations of liability included in this
Condition is encountered or alleged, ENGINEER shall have Agreement will survive its completion or tenmin alion far any
the obligation to notify OWNER on or before the next reason.
business day of the same.
6.14 Severability
D. it is acknowledged by both parties drat
ENGiNEER's scope of services does not include any services A. Any provision or part of the Agreement held to be
related to a Hazardous Environmental Condition. In the event void or unenforceable under any Laws or Regulations shall be
ENGINEER or any other party eneounlers a Hazardous deemed stricken, and all retraining provisions shall continue
Environmental Condition,ENGINEER nary,at its option and to be valid and binding upon OWNER and ENGINEER.who
without liability for consequential or any other damages, agree that the Agreement shall be reformed to replace such
suspend performance of services on the portion of the Project stricken provision or part thereof with a valid and enforceable
affected thereby until OWNER: (i) retains appropriate provision that comes as close as possible to expressing the
specialist consultanl(s) or contractor(s) to identify and. as intention of the stricken provision
appropriate, abate, rent diate, or remove the Hazardous
Environmental Condition;and(ii)warrants that to Site is in 6.15 Waiver
full compliance with applicable Laws and Regulations.
A. Non-cnfarecmcul of any provision by either party
E. OWNER acknowledges tint ENGINEER is slu ill not constitute a ►►aivcr of that provision, nor shall it
perforating professional services for OWNER and that
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Between Owner and Engineer for Professional Services
Page 7ofII
affect de enforceability of that provision or of the retnainder
of this Agreement. 14. Deleted
6.16 Headings 15. Deleted
A. The headings used in this Agreement are for general 16. Deleted
reference only and do not have special significance.
17. Deleted
ARTICLE 7- DEFINITIONS
18. Deleted
7.01 Defined Terms 19. Documents—Data, Reports. Dm%ings.
Specifications,Record Drawings,and other deliverables.
A. Wherever used in lids Agreement (including the whether in printed or electronic media fon at, provided
Exhibits hereto)and printed with initial or all capital letters, or fumishcd in appropriate phases by ENGINEER to
the terms listed below have the meanings indicated, which OWNER pursuant to this Agreement.
are applicable to both the singular and plural thereof:
20. Draurings That pan of the Contract Documents
I. Deleted prepared or approved by ENGINEER which graphically
shows the scope,extent,and character of the Work to be
2. Additional Services—The services to be perfomted by Contractor. Shop Drawings are not
performed for or fumish d to OWNER by ENGINEER Drawings as so defined.
in accordance with Exhibit A,Part 2 of this Agreement.
21. Deleted
3. .tgreentenl This"Standard Fonn of Agmemcm
between OWNER and ENGINEER for Professional 22. Effective Date of the Agreement—The date
Services," including those Exhibits fisted in Article 8 indicated in this Agreement on which it becomes
hereof. effective, but if no such date is indicated, it mates the
date on which the Agreement is signed and delivered by
4. Deleted the last of the two parties to sign and deliver.
5. asbestos--Any material that contains more than 23. & GINEEWY Consultants—Individuals or
one percent asbestos and is friable or is releasing asbestos entities having a contract with ENGINEER to fumish
fibers into the air above current action levels established services with respect to this Project as ENGINEER's
by the United States Occupational Safety and Health independent professional associates, consultants.
Administration. subcontractors, or vendors. The term ENGINEER
includes ENGINEER's Consultants.
6. Basic Services The services to be performed
for or furnished to OWNER by ENGINEER in 24. Deleted
accordance with Exlubit A.Pan I,of this Agrrcmcnt.
25. Deleted
7. Deleted
26. Deleted
8. Deleted
27. Hazardous Environmental CondidonThe
9. Deleted presence at the Site of Asbestos. PCBs. Petroleum.
Hazardous Waste, or Radioactive Materials in such
10. Deleted quantities or circumstances that may present a substantial
danger to persons or property exposed thereto in
11. Deleted connection with tlw Work.
12. Deleted 29. Hazardous 11'aste—The term Hazardous Waste
stall have the meaning provided in Section 1004 of the
13. Deleted Solid Waste Disposal Act (42 USC Section 6903) as
nmended from time to time.
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Pages of 11
43. 11lork--71te entire completed construction or the
29. Lasys and Regulations; Lmvs or Regulations— various separately identifiable parts thereof required to be
Any and all applicable laws, Hiles, regulations, provided under the Contract Documents with respect to
ordinances, codes, standards, and orders of any and all this Project. Work includes and is the result of
governmental bodies, agencies, authorities, and courts performing or furnishing labor, services, and
having jurisdiction, documentation necessary to produce such construction
and furnishing,installing,and incorporating all materials
30. PCB's—Polychlorinated biphenyls. and all equipment into such corWntctiom all as required
by the Contract Documents.
31. Petroleum—Petroleum, including crude oil or
any fraction thereof which is liquid at standard conditions 44. Deleted
of temperature and pressure (60 degrees Fahrenheit and
14.7 pounds per square itch absolute), such as oil. 45. Written Amendment—A written amendment of
petrolcurr4 fuel oil, oil sludge. oil refuse, gasoline, the Contract Documents signed by OWNER and
kemsem and oil niL%cd with other non-Hazardous Waste Contractor on or after the Effective Date of the
and crude oils. Construction Agreement and normally dealing with the
non-engineering or non-teclmical rather than strictly
32. Radioactive Materials—Source.special nuclear, construction•tclated aspects of the Contract Documents.
or byproduct material as defined by the Atomic Energy
Act of 1954 (42 USC Section 2011 et soq.)as amended
from time to time. ARTICLE 8 - EXHIBITS AND SPECIAL
PROVISIONS
33. Deleted
34. Reimbursable Grpenws6Mte expenses incurred 8.01 Exhibits Included
directly by ENGINEER in connection with the
perforrning or furnishing of Basic and Additional A. Exhibit A, "ENGINEER's Services," consisting of
Services for the Project for which OWNER shall pay seven(7)pages.
ENGINEER as indicated in Exhibit C.
B. Exhibit B."OWNER's Rcsporsbilitics." consisting
35. Deleted of two(2)pages.
36. &vnples—Physical examples of r alerinls. C. Exhibit C, "Payments to Engineer for Services and
equipment, or workmanship that are representative of Reimbursable Expenses,"consisting of two(2)pages.
some portion of the Work and which establish the
standards by which such portion of the Work will be D. Exhibit D."Duties.Responsibilities and Limitatioms
judged. of Authority of Resident Project Representative,"is not used.
37. Deleted E. Exhibit E,"Notice of Acceptability of Work,"is not
used.
38. Site—Lands or areas indicated in the Contract
Documents as being furnished by OWNER upon which F. Exhibit F."Construction Cost Limit." is not used.
the Work is to be performai, righns-of-%ay and
easements for access thereto, and such other lands G. Exhibit G."Insurance;'consisting of two(2) pages.
furnished by OWNER which are designated for use of
Contractor. H. Exhibit H."Dispute Resolution,"is not used.
39. Deleted 1. Exhibit 1,"Allocation of Risks."is not used.
40. Deleted J. Exhibit J."Special Provisions"is not used.
41. Deleted K. (Added) Exhibit K. "Indemnification" consisting or
two(2) pages.
42. Deleted
Standard Fora of Agreement
Between Owner and Engineer for Professional Services
Page 9 of 11
8.02 Total Agreement
A. This Agreement (consisting of pages 1 to II
inclusive, together with the Exhibits identifted above)
constitutes the entire agreement behveen OWNER and
ENGINEER 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 10 of I 1
IN WITNESS WHEREOF.the parties hereto have
executed this Agreement,the Effeclive Date of which is
indicated on page I.
OWNER:BAYTOWN AREA WATER AUITIORITY ENGINEER: jvIALCQj.M PIRNIE.INC.
Sigtuhtum Signature:
Printed Name: Garrison C. Bnrmback Prinlcd Nantc: --J-0W.t SPAM-S
Titic: , rll Malu'um 'rills: Vice_ ` (leoicbC^r 1
Date Signed: Date Signed: Z( APt - Ia
Address for giving notices: Address for giving notices:
P.O. Box 424 1700 Nest Loop S# 1450
Bavtown.Texas 77522 Flauslort TX 77027
Designated Representative(par graph 0.02.A): Designated Representative(Paragraph 6.02.A):
Namc:lose A.Pasty na.P.E. Nance: I Y e n fi -5-1.0 va 't P �.
'ride: Director of Engineering Title: ��„,�r 14'SSoei e--
Phone Number: (281)420-7134 Phone Number: (713) X40-H64-
/Za7
Facsimile Number: (28l)d20-6386 Facsimile Number: (713)840-H64-
E-Mail Address: josc.lxtslrma'irbaytotvn.org E-Mail Address:
fiS/o v a K !ci'pintic.cotu
Standard Font of Agreement
Between Owncr and Engineer for Professional Sen-iccs
Page I I of I I
This is EXHIBIT A, consisting of 7 pages, referred to in and
pact of the Agreement between OWNER and ENGINEER
for Professional Services dated
Initial:
OWNER
ENGINEER
ENGINEER's Services
Article 1 of the Agreement is amended and supplemented to include the following agreement of the patties.
ENGINEER shall provide Basic and Additional Services as set forth below.
PART l—BASIC SERVICES(Modified)
A1.003 Conceptual Engineering Phase
A. ENGINEER shall:
1. Consult with OWNER to define and clarify OWNER's requirements for the Project and available data.
2. Advise OWNER as to the necessity of OWNER's providing data or services of the types described in
E.Aubit B,which are not part of ENGINEER's Basic Services, and assist OWNER in obtaining such
data and services.
3. (Modified) Identify, consult with, and analyze requirements of governmental authorities having
jurisdiction to approve the portions of the Project designed or specified by ENGINEER,including,but
not limited to,mitigating measures identified in the environmental assessment(if any).
4. Identify and evaluate potential solutions available to OWNER;and,after consultations with OWNER.
recommend to OWNER those solutions which in ENGINEER's judgment meet OWNER's
requirements for the Project.
5. (Modified) Attend meetings with OWNER to receive input into OWNER'S requirements for lite
Project and evaluation of potential solutions available to OWNER and to discuss and finalize design
criteria and acquire pertinent information regarding the Project.
6. (Modified) Perforin or provide tits following additional Conceptual Engineering Phase tasks or
deliverables:
Task 1 -Establish Treated Water Quality Goals
1.1 ENGINEER will review the historical water quality data(source ►vatcr, plant finished water and
distribution system) with a focus on long-term regulatory compliance. Water quality data for a
period of up to two(2)years will be provided by OWNER.
1.2 ENGINEER will coordinate and conduct a workshop(Workshop No.1)to establish treated water
quality goals and plant operational targets.Water quality goals will consider recommendations of
the Partnership for Safe Water.
1.3 ENGINEER will summarize the agreed upon treated water quality goals in the minutes of lite
workshop.
Task 2-Strategies to Achieve 1 Maintain Regulatory Compliance and Water Quality Goals
2.1 Based on findings of Task 1,ENGINEER will identify the key process needs to consistently meet
cite water quality goals. The process needs will include, as a minimum, those listed in the
Background section of this scope.
Page I of 7 Pages
(Exhibit A—ENGINEER's Services)
2.2 ENGINEER will identify candidate technologies and conduct a desktop evaluation of up to three
alternatives.
2.3 ENGINEER will conduct bench-scale testing of one pre-oxidant for manganese control (e.g..
chlorine dioxide). Manganese null be spiked for rite tests to represent historical peak
concentrations. The goals of the bench-scale testing are to establish the pre-oxidant demand,
decay and by-product formation.
2.4 ENGINEER will summarise the findings and recommendations of Task 2 in a memorandum.
Conceptual engineering of these recommendalions will be developed in Task 8.
Task 3-Comprehensive Plant Performance Evaluation
3.1 ENGINEER will conduct n comprehensive performance evaluation(CPE)of the Project which
will include:
• Review of historical plant operational and unit process performance data;
• Review of record drawings and assess compliance with current Texas Commission on
Environmental Quality(TCEQ)rules;
• Site visits and operator interviews;and
• Review of operation and maintenance practices (standard operating procedures (SOPs),
training and monitoring).
3.2 Based on the findings of sub-task 3.1, ENGINEER will determine and establish the performance
potentials for major unit processes(coagulation,clarification,filtration).ENGINEER will identify
the performance limiting factors (PLFs) and develop recommendations to overcome the PLFs.
The recommendations will include both plant operations enhancement measures and capital
improvement needs. ENGINEER will prioritize the recommendations of CPE based on the
criticality and impact of the PLFs. Laboratory analysis will be done either by OWNER or by an
external laboratory as part of additional services.
3.3 ENGINEER will summarize the CPE findings and recommendations in a memorandum.
Conceptual engineering of these recommendations will be developed in Task 8.
Task -Evaluation of Mixing in Ground Storage Ranks
4.1 The OWNER'S water treatment plant(WTP)has three ground storage tanks(GSTs).ENGINEER
will conduct computational fluid dynamics(CFD) modeling of the GSTs to identify any potential
mixing deficiencies. The CFD modeling results will be used to develop recommendations to
improve mixing that may include modifications to inlet and outlet configurations.The scope does
not include tracer studies of existing or future conditions.
4.2 ENGINEER will summarize the GST mixing evaluation findings and recommendations in a
memorandum Conceptual engineering of these recommendations will be developed in Task 8.
Task 5-Condition Assessment of Existing Facilities
5.1 ENGINEER will assess the existing condition of major equipment items,structures,electrical,and
SCADA system. Current operational status and maintenance history will be documented and a
determination made relative to expected remaining service life. Structures will be visually
assessed for signs of settlement, and overall condition. Electrical equipment will be assessed for
operability, reliability,maintenance history.and current electrical codes.The current plan[control
system will be assessed for performance, maintainability, quality of trends and reports, and
operator functionality.
5.2 ENGINEER will conduct performance tests of the raw, low lift, transfer,and high service pumps.
The pumps will be evaluated by obtaining flow and pressure readings for multiple operating
conditions. The results will be compared to original pump performance as documented on
certified pump curves by the manufacturers. A recommendation will be made as to the need for
repair or rehabilitation to attain the original perfornurnce. Flow readings will be taken using
portable.strap-on ultrasonic now meters.
5.3 ENGINEER will perform an evaluation of drainage issues for the entire plant site.
Recommendations will be developed to improve drainage and eliminate ponding.
Page 2 of 7 Pages
(Exhibit A—ENGINEER's Scn-iccs)
5.4 ENGINEER shall retain CORRPRO Companies Inc., to evaluate the condition and operation of
the cathodic protection system for the ground storage tank. CORRPRO will provide a written
report with recommendations for necessary improvements.
5.5 ENGINEER shall retain WATER TECHNOLOGIES to conduct an underwater inspection of rite
interior condition of Ilte'ground storage tanks for compliance with TCEQ and AWWA standards.
A written report with recommendations for necessary improvements will be provided,along with
video on DVD of the underwater inspection.
5.6 Based on the findings of the condition assessment tasks described above, ENGINEER will
develop a prioritized list of recommended capital improvements. A summary of the condition
assessment will be documented in a technical memorandum. Conceptual engineering of these
Rcoommendatioms will be developed in Task 8.
Task 6-Chemical,Power,and Production Optimization
6.1 The CPE will identify potential measures to optimize plant chemical usage. ENGINEER will
develop a plan for OWNER'S staff to conduct bench-scale testing of chemical optimisation
measures that may include optimization of coagulation (coagulant-aid polymer, acidified ferric
sulfate) and pH/alkalinity (lime) adjustment practices. Based on bench-scale test results.
ENGINEER will develop recommendations for optimization of chemical usage for the OWNER
WTP. OWNER will provide the jar test apparatus, labor, analysis, chemicals, and other
accessories to conduct bench-scale tests.
6.2 An energy optimization assessmenl will be conducted for the OWNER'S WTP. Malcolm Pinde
will conduct an on-site audit of lire facility over a period of two days to evaluate operations.
interview operating personnel, and obtain other necessary data. The analysis will rely solely on
operating and energy use data that arc already recorded,can be provided by on-site staff,or can be
measured during the on-site audit.Areas that will be assessed during the audit include:
• Building systems
• Pumping systems
• Treatment systems
ENGINEER personnel will evaluate opportunities for energy savings and energy cost reduction.
Typically pumping constitutes over 80%of the electrical use at a water treatment system and will
be the focus of the evaluation. However. time of use considerations, renewable generation and
building systems can also provide significant savings. To aid in the evaluation,an approximale
breakdown of electricity use by the major processes or systems will be developed. For each
measure that is determined technically feasible. an order of magnitude opinion of probable
construction cost, a preliminary estimate of energy savings, and a high level economic analysis
(e.g.,simple payback)will be prepared.
The result of the energy optimization assessment will be documented in technical memorandum
that will include specific Energy Conservation Measure(ECM)recommendations commensurate
the Ievel of detail appropriate for a Master Plan. In addition. ENGINEER will identify possible
data gaps and provide recommendations on additional metering or process monitoring that can be
performed to facilitate ongoing implementation of energy efficiency improvements. Conceptual
engineering of recommended capital improvements will be developed in Task 8.
ENGINEER will meet with OWNER'S energy consultant and review available data,findings,and
recommendations that could be utilized and incorporated into this project.
Task 7-Evaluation of Operations and Maintenance IT and SCADA Tools and Practices
An assessment of computerized tools and SCADA systems to support current operations and
maintenance practices,standard operating procedures.and training procedures will be conducted.
Through interviews with plant staff and OWNER'S managers, ENGINEER will document major
issues, needs, and drivers for improvement of IT and SCADA capabilities. ENGINEER will
perform an assessment of the information tectmology and SCADA environment at the treatment
plant,including inspecting and documenting the following key elements:
Page 3 of 7 Pages
(Exhibit A—ENGINEER's Services)
• The IT infrastructure installed at the plant, including networks, servers, desktop computers.
and pottable/mobile computers.
• The portfolio of software applications used for real-time control(DCS/SCADA),maintenance
management, laboratory information management, standard operating procedures, electronic
content and document management, operations historical trending and reporting, and
regulatory compliance management.
• Integration processes and technology that provide automated data transfers between the major
software applications.
• The IT and control system support organization dedicated to the plant, and the support
received from utility-wide IT support personnel
• The process used to plan, select and implement IT-related improvements for the plant (IT
governance process)
ENGINEER will compare the current conditions for IT/SCADA at the plant with tine documented
needs,and with best practices for water treatment facilities. ENGINEER will develop a tactical
IT/SCADA improvement plan,consisting of the following major topics:
i. Current Issues,Drivers and Needs
2. Current Infrastructure and Applications
3. Improvement Pricritiralion
4. Recommended Improvement Initiatives
5. Readiness Assessment
This task does not include actual development of these tools,but will document the scope required
to develop these tools, along with estimated costs for their development. The results and
recommendations from this evaluation will be documented in a technical memorandum.
Conceptual engineering of recommended capital improvements will be developed in Task 8.
Task -Conceptual ENGINEERing and Costing of Improvements
ENGINEER will conduct a workshop to review the improvements needs and recommendations.
The objective of the workshop is gain consensus on the needed improvements. For the final
approved improvements, ENGINEER will develop conceptual engineering design that will
include drawings for site plans, and plan and major sections for new structures or existing
structures that will be significantly modified. For new unit processes, ENGINEER will also
develop preliminary Process and Instrumentation Diagrams.
For major process changes.ENGINEER will develop up to two alternatives,compare and contrast
the alternatives, ptepare life-cycle cost evaluations, and make a recommendation for
implementation.
ENGINEER will use the conceptual engineering products to provide estimates of probable
construction costs for recommended capital improvements. Costs will be developed in accordance
with the practices defined by the Association for the Advancement of Cost engineering(AACE)
for a Class 4 estimate.
Task 9-Capital Improvements Plan
ENGINEER will develop evaluation and prioritisation criteria to enable BAWA to compare the
benefits and costs of ltne various improvements being recommended. Alter agreement upon the
criteria,ENGINEER will provide preliminary scoring and ranking of improvements,along with a
phasing plan for improvements with estimated cash flow. The preliminary results will be
presented to BAWA in a workshop. In the workshop, OWNER will have ilia opportunity to
change the prelindnaty scoring to assess ttte sensitivity of the evaluation criteria.The final results
of the workshop will be documented in a draft,Capital Improvements Plan.
Task 10-Final Report
Within 170 calendar days of the notice to proceed issued by the OWNER. ENGINEER will
submit 10 copies of the final report that compiles all tecluucal memoranda,workshop results.and
Page 4 of 7 Pages
(Exhibit A—ENGINEER's Services)
draft Capital Improvement Plan in a single volume. Following receipt of written comments.
ENGINEER will meet with OWNER to review their comments. ENGINEER will address
comments in writing,and finalize and submit 10 copies of late final report within 20 calendar days
of Engineer's receipt of OWNER's comments.
Task 11-Project Administration
ENGINEER will perform activities to set-up the project financials,schedule,tools,templates.and
management plan. A project kickoff meeting«Ill be held with OWNER to confirm the project
objectives,communications protocols.and other administrative requirements.
The ENGINEER Project Manager will perform monitor and control activities to track progress,
update schedules, monitor budget. and coordinate with BAWA's Project Manager. Progress
niectings will be held at least monthly with OWNER to review the status of the project, discuss
interim findings,review look-ahead activities and provide schedule updates.
ENGINEER will prepare meeting agendas, meeting minutes, and monthly activity / progress
reports to be submitted with the monthly invoices and project schedule updates.
B. (Modified)ENGINEER's services under the Conceptual Design Phase will be considered complete on the
date when the final copies of the final report has been delivered to and accepted by OWNER.
A.1.01 Preliminary Engineering Phase(Deleted in itv entire(m)
A 1.02 Final Design Phase(Deleted in its entire(y)
A 1.03 Bidding or Negotiating Phase(Deleted in itv entire(y)
A 1.04 Construction Phase(Deleted in its entire(r)
A 1.05 Past-Construction Phase(Deleted in its entire(y)
PART 2—ADDTTIONAL SERVICES
A2.01 Additional Services Requiring OWNER'Y f uthorization in Advance
A. If authorized in writing in advance by OWNER. ENGINEER shall furnish or obtain from others Additional
Services of the types listed below. These services will be paid for by OWNER as indicated in Article 4 of the
Agreement;provided they arc not already included as part of the Basic Services and they have been approved
in writing by clue OWNER prior to their pedomtance.
1. (Modified)Preparation of applications and supporting documents(in addition to those furnished under
Basic Services) for private or governmental grants, loans or advances in connection with the Project;
preparation or review of environmental assessments and impact statements; review and evaluation of the
effects on the design requirements for flu: Project of any such statements and documents prepared by
others; assistance in obtaining approvals of authorities having jurisdiction over the anticipated
environmental impact of the Project; and assistance in obtaining on behalf of the OWNER permits not
otherwise included with the scope of Basic Services from all governmental authorities having jurisdiction
to approve all phases of the PROJECT designed or specified by ENGINEER.
2. Services to make measured d drawings of or to investigate existing conditions or facilities,or to verify the
accuracy of drouings or other information furnished by OWNER.
3. (Modified)Services resulting from significant changes in the scope,extent,or character of the portions of
the Project designed or specified by ENGINEER or its design requirements including,but not limited to.
clmnges in sine, OWNER's schedule, or character of construction, and revising previously accepted
Page S of 7 Pages
(Exhibit A--ENGINEER's Services)
studies. reports, Drawings. Specifications.or Contract Documents when such revisions are required by
changes in Laws and Regulations enacted subsequent to the Effective Date of this Agreement.
4. (Modified)Services resulting from OWNER's request to evaluate additional Phase alternative solutions
beyond those identified in paragraph A1.0LAA.
5. Services required as a result of OWNER's providing incomplete or incorrect Project information with
respect to Exhibit B; provided. such information was to be relied upon by ENGINEER pursuant to
Section 6.01.E of the Agreement.
6. Providing renderings or models for OWNER's use.
7. Undertaking investigations and studies including,but not limited to,assistance in obtaining financing for
the Projoci; evaluating processes available for licensing. and assisting OWNER in obtaining process
licensing;detailed quantity surveys of materials.equipment.and labor.and audits or imemorics required
in connection with construction performed by OWNER.
8. Furnishing services of ENGINEER's Consultants for other titan Basic Services.
9. Services attributable to more prime construction contracts titan specified in paragraph A 1.03.C.
10. Services during out-of-town travel required of ENGINEER oUur than for visits to the Site or OWNER's
office.
11. Preparing for. coordinating with. participating in and responding to structured independent mvic%v
processes, including, but not limited to.construction management.cost estimating, project peer review.
value engineering. and constructability review requested by OWNER: and performing or furnishing
services required to revise studies. reports. Drawings. Specifications. or other Bidding Documents as a
result of such review processes.
12. Providing assistance in resolving any Hazardous Environmental Condition in compliance with current
Laws and Regulations.
13. (Modified) Preparing to serve or serving as a consultant or witness for OWNER in any litigation.
arbitration or other dispute resolution process related to the Project if ENGINEER is not a party to the
same).
14. Providing more extensive services required to enable ENGINEER to issue notices or certifications
requested by OWNER under paragraph 6.0 LG of the Agreement.
15. Property descriptions.
16. (Modified) Property. casement, right-of-way. and other special surveys or data. including establishing
relevant reference points.
17. (Added) Environmental assessments, audits. investigations and impact statements, and other relevant
environmental or cultural studies as to the Project.dto Site.and adjacent areas.
19. (Added) Providing tie following Additional Services when not already included as part of the Basic
Setvices emuneratcd herein:
a. Pilot-scale tests of alternative technologies:
b. Conduct water quality sampling and analysis;
c. Design of capital improvements.
d. Surveying;
c. Geotccludcal:
f. Emvimnn=W-.
Page 6 of 7 Pages
(Exhibit A—ENGINEER's Services)
g. Laboratory costs;
h. Additional training sessions:
i. Develop standard operating proccdums;
j. Develop operations and maintenance manuals;
k. Develop maintenance management system;
1. Customized regulatory compliance or management reports;
m. Operator training sessions;
n. On-site testing of electrical systems that may include thermal imaging, power monitoring of
incoming service,mcggcr tests;
o. Energy consumption monitoring;and
p. Tracer studies of GSTs.
A2.02 Required Additional Services(Delete(l)
Page 7 of 7 Pagcs
(Exhibit A--ENGINEER's Sewiecs)
This is EXHIBIT B, consisting of 2 pages, referred to in and
part of the Agreement between OWNER and ENGINEER
for Professional Services dated
Initial:
OWNER
ENGINEER
OWNER's Responsibilities
Article 2 of the Agreement is amended and supplemented to include the following agreement of the parties.
B2.01 In addition to other responsibilities of OWNER as set forth in this Agmemcnt,OWNER shall:
A. Provide ENGINEER wish all criteria and full information as to OWNER's requirements for the Project,
including design objectives and constraints, space, capacity and performance requirements, flexibility. and
expandability, and any budgetary limitations; and furnish copies of all design and construction standards which
OWNER will require to be included in tits Drawings and Specifications; and furnish copies of OWNER's standard
fonts,conditions,and related documents for ENGINEER to include in the Bidding Documents,when applicable.
B. Furnish to ENGINEER any other available information pertinent to the Pmject including the following:
1. Historical water quality data, plat operating logs, laboratory results, and production records in
electronic format;
2. Historical energy records,energy rate structure.inventory of motors,lamps and lighting;
3. Operations and maintenance manuals provided by equipment manufacturers;
4. As-built or record drawings;
S. Access to facilities and equipment,
6. Interviews with plant operations.maintenance and management staff;
7. Operating cost data;
8. Standard operating procedures;
9. Maintenance management records and data;
10. Conduct jar tests;
11. Laboratory analyses;and
12. reports and data relative to previous designs,or investigation at or acjacent to the Site.
C. (Modified) Following ENGINEER's assessment of initially-available Pmjcct information and data and upon
ENGINEER's►vritten request.famish or othen►ise make available such additional available Project related information
and data as is reasonably required to enable ENGINEER to complete its Basic and Additional Services,if any.
1. (Deleted).
2. (Deleted).
3. (Deleted).
4. (Deleted).
S. (Deleted).
6. (Deleted).
D. (Deleted).
Page I of 2 Pages
(Exhibit 8—OWNER's Responsibilities)
E. (Modificd) Authorize ENGINEER to provide Additional Services as set forth in Pan 2 of Exhibit A of the
Agreement as the OWNER detennincs is necessary.
F. (Modified) Arrange for access to and make all provisions for ENGINEER to enter upon public and private
property as required for ENGINEER to perform services under the Agreement.
G. Examine all alternate solutions, studies, reports, sketches, Drawings, Specifications, proposals, and other
documents presented by ENGINEER (including obtaining advice of an attorney, insurance counselor, and other
advisors or consultants as OWNER deems appropriate with respect to such examination)and render in writing timely
decisions pertaining thereto.
H. (Deleted).
1. (Deleted).
J. Advise ENGINEER of the identity and scope of services of any independent consultants employed by
OWNER to perform or furnish services in regard to the Project, including.but not limited to,cost estimating. project
per review.value engineering,and constructability review.
K. Deleted
L. Deleted
M. Deleted
N. Deleted
Nothing contained in this Exhibit or in the Agreement shall be construed to require the OWNER to provide any
records or data in any certain fonnat. The format in which the existing data and documentation will be provided
shall be at the sole discretion of the OWNER
Page 2 of 2 Pages
(Exhibit B—OWNER's Responsibilities)
This is EXHIBIT C,consisting of 2 pages, referred to in and
part of the Agreement between OWNER and ENGINEER
for Professional Services dated
Initial:
OWNER
ENGINEER
Payments to ENGINEER for Services and Reimbursable Expenses
Article 4 of the Agreement is amended and to exceed amount unless approved in writing by
supplemented to include the following agreement of the OWNER.
the parties:
3. The cost not to exceed includes
ARTICLE 4—PAYMENTS TO THE ENGINEER compensation for ENGINEER's services.
Appropriate amounts have been incorporated in
C4.01 For Basic Services!laving A Determined the cost not to exceed to account for labor,
Scope - Cost not to Exceed Ulethrxl of overhead,and profit.
Pavnlent
4. Deleted.
A. OWNER shall pay ENGINEER for Basic
Services set forth in Extabit A as follows: 5. The portion of the amount billed for
ENGINEER's services will be based upon total
1. (Modified) A cost not to exceed services actually completed during the billing
amount of $499.102. 00. based upon the rate period.
schedule. which is attached as Appendix 1 of
Exhibit C and incorporated herein for all intents
and purposes. This amount does not include C4.02 For Basic Services Having An Undetermined
those Engineer's Consultant's charges as Scope — Direct Labor Casts 77mes a Factor
provided below in this Article 4, Subparagraph ,Method of Pa
C4.05. The cost not to exceed will be distributed
at the completion of each of the phases in an A. (Deleted).
amount not exceeding the following for each
task: C4.03 For Additional Services
a. Conceptual Engineering Phase A. OWNER shall pay ENGINEER for
Task 1 $15.038 Additional Services as follows:
Task 2 21.392
Task 3 63,336 1. General. For services of ENGINEER's
Task 4 37,880 employees engaged directly on the Project
Task 5 68,830 pursuant to paragraph A2.01 or A2.02 of Exhibit
Task 95,172 A of the Agreement, except for services as a
Task 7 27,510 consultant or witness under paragraph
Task 8 63,990 A2.01.A.13, an amount based upon lite actual
Task 9 31,680 hours worked and the rate schedule, which is
Task 10 38,600 attached as Appendix 1 of Exhibit C and
Task 11 35,884 incorporated herein for all intents and purposes.
plus Reimbursable Expenses and ENGINEER's
2. (Modified) ENGINEER may with the Consultant's charges, if arry. No Additional
consent of OWNER alter the distribution of Services shall be preformed without the prior
compensation between individual tasks noted written consent of the Owner. Additional
herein to be consistern with services actually services wldch may be authorized in accordance
rendered, but shall not exceed the total cost not with 119s section shall not exceed$60.000.
Page I of 2 Pages
(Exhibit C•Basic Services With Determined Scope—Cost not to exceed Method)
2. (Deleted). Cathodic Protection Inspection 3.850
C4.04 For Reimbursable Expenses C 4.06 Direct Labor Costs
A. (Modified) When not included in A. (Deleted).
compensation for Basic Services under paragraph
C4.01, OWNER shall pay ENGINEER for B. (Deleted).
Reimbursable Expenses as the rate set forth in
Appendix 2 of this Exhibit C. Before the OWNER 4.07 Factors
shall be liable for any reimbursable expenses, the
ENGINEER must obtain prior written approval of the A. (Deleted).
OWNER of any expense that exceeds $1.000 for
which the ENGINEER seeks reimbursement. B. (Deleted).
Reimbursable Expenses shall not exceed the
following for the Project. whether incurred by the C4.08 Other Provisions Concerning l'arment
ENGINEER or ENGINEER's consultant(s):
A. Progress Payments. The portion of the
a. Conceptual Engineering Phase $35,842 amounts billed for services which are identified in
paragraphs C4.01,C4.03,and C4.05 will be based on
the rate schedule for the cumulative hours charged to
B. (Modified) Reimbursable Expenses include the Project during the billing period by all of
the following categories:mileage,parking,tolls.long ENGINEER's employees and consultant(s). plus
distance, reproduction of Drawings, Specifications. Reimbursable Expenses.
Bidding Documents,and similar Project-related items
in addition to those required under Exhibit A,and, if
authorized in advance by OWNER.
C. The amounts payable to ENGINEER for
Reimbursable Expenses will be rite Project-related
internal expenses actually incurred or allocated by
ENGINEER based upon the rate schedule for
reimbursable expenses, plus all invoiced external
Reimbursable Expenses allocable to the Project, the
latter multiplied by a Factor of 1.1.
D. (Deleted).
E. (Deleted)
C4.05 For ENGINE-ER s Consultant's Charges
A. (Modified) Whenever compensation to
ENGINEER herein is stated to include charges of
ENGINEER's Consultants.Qtose charges shall be the
amounts billed by ENGINEER's Consultants to
ENGINEER times a Factor of 6. The consultant
charges shall not exceed the following amounts
specified for each of the following services, unless
approved in writing by the OWNER. The charges
include the factorand are as follows:
a. Conceptual Engineering Phase
Structural Field Assessment $11,000
Bench-scale Chlorine Dioxide Tests $5,500
UndenvaterTank Inspection 3.300
Page 2 of 2 Pages
(Exhibit C-All Other Scrvices/Charges--Cost not to Exceed Method of Payment)
APPENDIX 1 OF EXHIBIT C
RATE SCHEDULE
Administrative $100
Technician T I $ 64
Technician T2 $ 76
Technician T3 $ 83
Technician T4 $ 96
Technician T5 $108
Technician T6 $l 37
Technician T7 $145
Technician T8 $196
E ' eer/Scicntist/Ard9lect l $100
En inecr/Scientist/An:hitect 2 $110
En 'neer/ScientistlArchitecl 3 5115
En inccr/Scientist/Architcct 4 $127
En inccr/Scienlist/Architect 5 $162
Sr.Pm'eci En incedScientist/Architect 6 $170
Associate $225
Senior Associate $275
OfCccr $315
Page 1 of l Pages
(Appendix 1 of Exhibit C—Hourly Rates)
APPENDIX 2 OF EXHIBIT C
REIMBURSEMENT OF COSTS
Reproduction and Deliveries:Cast plus 10%
Mileage:IRS Rate
Travel:Cost
page i of 1 Pages
(Appendix 2 of Exhibit C—Consultant's Hourly Rates)
This is EXHIBIT G.consisting of 2 pages, referred to in and
part of the Agreement between OWNER and ENGINEER
for Professional Services dated
Initial:
OWNER
ENGINEER
Insurance
Paragraph 6.05 of the Agreement is amended and supplemented to include the following agreement of the parties.
G6.05 Insurance
Throughout the term of this Agreement, the ENGINEER at its own expense shall purchase. maintain and keep in
force and effect insurance against claims for injuries to or death of persons or damages to property which may arise
out of or result from the ENGINEER's operations and/or performance of llte work under this Agreement,whether
such operations and/or performance be by the ENGINEER, its agents, representatives, volunteers, employees or
subcontractors or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of
them may be liable.
The ENGINEER's insurance coverage shall be primary insurance with respect to the OWNER, its officers,agents
and employees. Any insurance or self-insurance maintained by the OWNER. its officials, agents and employees
shall be considered in excess of the ENGINEER's insurance and shall not contribute to it. Further,the ENGINEER
shall include all subcontractors as additional insureds under its commercial general liability policies or shall furnish
separate certificates and endorsements for each subcontractor. All coverage for subcontractors 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 contract:
Commercial General Liability(CGL)
General Aggregate: $1,000,000
Products tit Completed Operations: $1.000.000
Personal&Advertising Injury: $1.000,000
Per Occurrence: $500.000
a. Coverage shall beat least as broad as ISO CG 0001 1093
b. No coverage shall be excluded from standard policy without notification of individual exclusions being
attached for review and acceptance.
Business Automobile Policy(BAP)
Combined Single Limits: $1,000.000
a. Coverage for"Any Auto."
Workers'Compensation Insurance
Statutory Limits
Employer's Liability$500.000
Waiver of Subrogation required
Errors&Omissions(E&O)
Limit: $500,000
a. For all engineers,and/or design companies.
b. Claims-made form is acceptable.
c. Coverage will be in fora for one(1)year after project is completed.
Page l of 2 Pages
(Exhibit G-Insurance)
Upon execution of this contract, ENGINEER shall rile with lite 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 trail,return receipt requested.
The ENGINEER shall also file wish the OWNER valid Certificates of Insurance covering all subcontractors.
Tire following are general requirements applicable to nil policies:
a. AM Best Rating of B+:VII 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. The Baytown Area Water Authority,its officers.agents and employees arc to be added as Additional Insured to
the commercial general liability and business automobile policies.
e. Upon request of and without cost to the Baytown Area Water Authority. certified copies of all insurance
policies and/or certificates of insurance shall be furnished to the Baytown Area Water Authority's
representative. Certificates of insurance showing evidence of insurance coverage shall be provided to the
Baytown Area Water Authority's representative prior to execution of this agreement.
f. Upon request of and without cost to flee Baytown Area Water Authority,loss runs(claims listing)of any and/or
all insurance coverage shall be furnished to the Baytown Area Water Authority's representative.
Page 2 of 2 Pages
(Exhibit G-Insurance)
Tlds is EXHIBIT K consisting of 2 pages, referred to in and
part of die Agreement between OWNER and ENGINEER
for Professional Services dated
Initial:
OWNER
ENGINEER
ENGINEER AGREES TO AND SHALL INDEMNIFY AND HOLD
HARMLESS AND DEFEND OWNER, ITS OFFICERS, AGENTS,
AND EMPLOYEES (HEREAFTER REFERRED TO AS "OWNER")
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
ENGINEER OR THE ENGINEER'S AGENT, CONSULTANT
UNDER CONTRACT, OR ANOTHER ENTITY OVER WHICH THE
ENGINEER EXERCISES CONTROL (COLLECTIVELY
ENGINEER'S PARTIES). IT IS THE EXPRESSED INTENTION OF
THE PARTIES HERETO, BOTH ENGINEER AND OWNER, THAT
THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH IS
INDEMNITY BY ENGINEER TO INDEMNIFY AND PROTECT
OWNER FROM THE CONSEQUENCES OF ENGINEER'S
PARTIES' OWN WILLFUL MISCONDUCT, JOINT OR SOLE
NEGLIGENCE AS WELL AS THE ENGINEER'S PARTIES'
INTENTIONAL TORTS, INTELLECTUAL PROPERTY
INFRINGEMENTS, AND FAILURES TO MAKE PAYMENTS
ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT. SUCH INDEMNITY SHALL NOT APPLY,
HOWEVER, TO LIABILITY ARISING FROM THE PERSONAL
INJURY, DEATH, OR PROPERTY DAMAGE OF PERSONS THAT
IS CAUSED BY OR RESULTS FROM THE NEGLIGENCE OF ANY
PERSON OTHER THAN THE ENGINEER'S PARTIES. IN THE
EVENT THAT ANY ACTION OR PROCEEDING IS BROUGHT
AGAINST THE OWNER FROM WHICH THE OWNER IS
INDEMNIFIED, ENGINEER FURTHER AGREES AND
Page I of 2 Pages
(Exhibit K•Indcmnificalion)
COVENANTS TO DEFEND THE ACTION OR PROCEEDING BY
LEGAL COUNSEL ACCEPTABLE TO THE OWNER. THE
INDEMNITY PROVIDED HEREINABOVE SHALL SURVIVE THE
TERMINATION AND/OR EXPIRATION OF THIS AGREEMENT.
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. ENGINEER 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 ENGINEER's work to be performed
hereunder. This release shall apply with respect to ENGINEER'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 "K"
shall survive the termination and/or expiration of this Agreement.
Page 2 of 2 Pages
(Exhibit K-Indcmnification)
STANDARD FORM OF AGREEMENT
BETWEEN OWNER AND ENGINEER
FOR
PROFESSIONAL SERVICES
THIS AGREEMENT effective as of the_day 9.i.&
pfil,2010("Effective Date").
Between
Baytown Area Water Authority ("OWNER")
and
Malcolm Pirnie, Inc.("ENGINEER")
ENGINEER shall perform professional services necessary for the Baytown Area Water Authority Water Treatment
Plant Improvement Project, which includes an evaluation of the plat to determine needed capital improvements to
continue to meet regulatory requirements and provide high quality water to its customers. The objectives of this
project are as follows:
➢ To develop treated water quality goals to maintain compliance with all applicable regulations;
➢ To develop a list of needed capital improvements,with costs to implement;
➢ To prioritize capital improvements;and
y To develop a plan to enhance overall operations of the water treatment plant
The OWNER has identified the following major improvements to be incorporated in the project:
➢ Media replacement,value actuator replacement and underdrain replacement for the medial filters as part of
the conversion to air scour and addition of filter-to-waste;
➢ Lime addition at rapid mix;
➢ Mechanical rapid mix;
➢ Convert from anhydrous ammonia to aqueous ammonia or liquid ammonium sulfate;
➢ Baffle the forebay to reduce short-circuiting;
➢ Upgrade SCADA servers,workstations and historian computers;
➢ Drainage improvements for the entire site;
➢ Replace chlorine manifolds and automatic shutoff valves;and
➢ Electric power distribution system upgrade.
("Project").
OWNER and ENGINEER 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 1 of 11
TABLE OF CONTENTS Page
ARTICLE 1-SERVICES OF ENGINEER 3
1.01 Scope 3
ARTICLE 2-OWNER'S RESPONSIBILITIES 3
2.01 General 3
ARTICLE 3-TIMES FOR RENDERING SERVICES 3
3.01 General 3
3.02 Suspension 3
ARTICLE 4-PAYMENTS TO ENGINEER 3
4.01 Methods of Payment for Services and Reimbursable Expenses of ENGINEER 3
4.02 Other Provisions Concerning Payments 3
ARTICLE 5-OPINIONS OF COST 4
5.01 Opinions of Probable Construction Cost 4
5.02 Designing to Construction Cost Limit 4
5.03 Opinions of Total Project Costs 4
ARTICLE 6-GENERAL CONSIDERATIONS 4
6.01 Standards of Performance 4
6.02 Authorized Project Representatives 5
6.03 Design without Construction Phase Services 5
6.04 Use of Documents 5
6.05 Insurance 6
6.06 Termination 6
6.07 Controlling Law 6
6.08 Successors,Assigns,and Beneficiaries 6
6.09 Dispute Resolution 7
6.10 Hazardous Environmental Condition 7
6.11 Allocation of Risks 7
6.12 Notices 7
6.13 Survival 7
6.14 Severability 7
6.15 Waiver 7
6.16 Headings 8
ARTICLE 7- DEFINITIONS 8
7.01 Defined Terms 8
ARTICLE 8-EXHIBITS AND SPECIAL PROVISIONS 9
8.01 Exhibits Included 9
8.02 Total Agreement 10
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 2 of 11
ARTICLE 1-SERVICES OF ENGINEER causes or contributes to the delay or suspension,ENGINEER
shall have no right to seek additional compensation.
1.01 Scope ARTICLE 4-PAYMENTS TO ENGINEER
A. ENGINEER shall provide the Basic and Additional
Services set forth herein and in Exhibit A. 4.01 Methods of Payment for Services and
Reimbursable Expenses of ENGINEER
B. Upon this Agreement becoming effective,
ENGINEER is authorized to begin Basic Services as set forth A. For Basic Services. OWNER shall pay ENGINEER
in Exhibit A. for Basic Services performed or furnished under Exhibit A,
Part 1,as set forth in Exhibit C.
C.(Deleted).
B. For Additional Services. OWNER shall pay
ARTICLE 2-OWNER'S RESPONSIBILITIES ENGINEER for Additional Services performed or furnished
under Exhibit A,Part 2,as set forth in Exhibit C.
2.01 General C.(Modified) For Reimbursable Expenses. In
addition to payments provided for in paragraphs 4.O1.A and
A. OWNER shall have the responsibilities set forth 4.01.B, OWNER shall pay ENGINEER for Reimbursable
herein and in Exhibit B. Expenses incurred by ENGINEER and ENGINEER's
Consultants as set forth in Exhibit C. However,all expenses
associated with meals and lodging must be approved in
ARTICLE 3-TIMES FOR RENDERING SERVICES writing by OWNER prior to ENGINEER incurring any
expense associated therewith; otherwise, the parties hereto
agree and understand that OWNER shall not be liable and
3.01 General ENGINEER shall not make a claim against OWNER for any
such expenses.
A. (Modified) ENGINEER's services and
compensation under this Agreement have been agreed to 4.02 Other Provisions Concerning Payments
perform the services required herein for the Project.
ENGINEER's obligation to render services hereunder will be A. Preparation of Invoices. Invoices will be prepared
for whatever period necessary for the final completion of said in accordance with ENGINEER's standard invoicing
services. practices and will be submitted to OWNER periodically via
mail or email by ENGINEER, unless otherwise agreed.
B. (Deleted). ENGINEER shall supply detailed back-up information along
with each invoice in order for the OWNER to effectively
C. (Modified)For purposes of this Agreement the term evaluate the fees and charges. The amount billed in each
"day"means a calendar day of 24 hours. invoice will be calculated as set forth in Exhibit C.
3.02 Suspension B.(Modified) Payment of Invoices. Invoices are due
and payable within 30 days after the receipt of the invoice and
A.(Deleted) the necessary backup information. If OWNER fails to make
any payment due ENGINEER for services and expenses
B. (Modified) If ENGINEER's services are delayed or within 30 days after receipt of ENGINEER's invoice and the
suspended in whole or in part by OWNER,ENGINEER may required backup documentation therefor, the amounts due
be entitled to equitable adjustment of rates and amounts of ENGINEER will accrue interest at the rate set forth in
compensation provided for elsewhere in this Agreement to Section 2251.025 of the Texas Government Code (or the
reflect, reasonable costs incurred by ENGINEER in maximum rate of interest permitted by law, if less) after the
connection with, among other things, such delay or 30th day. ENGINEER may after giving seven days' written
suspension and reactivation and the fact that the time for notice to OWNER suspend services under this Agreement
performance under this Agreement has been revised, unless until ENGINEER has been paid in full all amounts due for
such delay or suspension is caused in whole or in part by the services,expenses, and other related charges. However,it is
ENGINEER, its officers, agents, or employees. If Engineer expressly understood and agreed that ENGINEER will not
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 3 of 11
charge any interest or penalty as set forth herein on any materials,equipment,or services furnished by others, or over
portion of an invoice that is disputed and/or withheld in the Contractor's methods of determining prices, or over
accordance with paragraph 4.02 and that ENGINEER will not competitive bidding or market conditions, ENGINEER
suspend services under the agreement on account of a cannot and does not guarantee that proposals,bids, or actual
disputed invoice or on account of monies withheld. All Construction Cost will not vary from opinions of probable
payments will be credited first to principal and then to Construction Cost prepared by ENGINEER. If OWNER
interest. wishes greater assurance as to probable Construction Cost,
OWNER shall employ an independent cost estimator as
C. Disputed Invoices. In the event of a disputed or provided in Exhibit B.
contested invoice, only that portion so contested may be
withheld from payment, and the undisputed portion will be 5.02 Designing to Construction Cost Limit
paid.
A. (Deleted)
D. Payments Upon Termination.
5.03 Opinions of Total Project Costs
1. In the event of any termination under section
6.06, ENGINEER will be entitled to invoice OWNER A. (Deleted)
and will be paid in accordance with Exhibit C for all
services performed or furnished and all Reimbursable ARTICLE 6-GENERAL CONSIDERATIONS
Expenses incurred through the effective date of
termination; provided all instruments of service have
been tendered to the OWNER. 6.01 Standards of Performance
2.(Deleted) A. (Modified)The standard of care for all professional
engineering and related services performed or furnished by
E.(Modified) Records of ENGINEER's Costs. ENGINEER under this Agreement will be the care and skill
Records of ENGINEER's costs pertinent to ENGINEER's ordinarily used by members of ENGINEER's profession
compensation under this Agreement shall be kept in practicing under similar circumstances at the same time and in
accordance with generally accepted accounting practices. the same locality.
Copies of such records will be made available to OWNER
upon request at no cost to OWNER. B. (Modified)ENGINEER shall be responsible for the
technical accuracy of its services and documents resulting
F. Legislative Actions. In the event of legislative therefrom, and OWNER shall not be responsible for
actions after the Effective Date of the Agreement by any level discovering deficiencies therein. ENGINEER shall correct
of government that impose taxes, fees, or costs on such deficiencies without additional compensation except to
ENGINEER's services or other costs in connection with this the extent such action is directly attributable to deficiencies in
Project or compensation therefor, such new taxes, fees, or OWNER-furnished information upon which ENGINEER is
costs shall be invoiced to and paid by OWNER as a authorized to rely as provided in Section 6.01.E.
Reimbursable Expense to which a Factor of 1.0 shall be
applied. Should such taxes, fees, or costs be imposed, they C. ENGINEER shall perform or furnish professional
shall be in addition to ENGINEER's estimated total engineering and related services in all phases of the Project to
compensation. which this Agreement applies. ENGINEER shall serve as
OWNER's prime professional for the Project ENGINEER
ARTICLE 5-OPINIONS OF COST may employ such ENGINEER's Consultants as ENGINEER
deems necessary to assist in the performance or furnishing of
the services. ENGINEER shall not be required to employ any
5.01 Opinions of Probable Construction Cost ENGINEER's Consultant unacceptable to ENGINEER.
A. ENGINEER's opinions of probable Construction D. ENGINEER and OWNER shall comply with
Cost provided for herein are to be made on the basis of applicable Laws or Regulations and OWNER-mandated
ENGINEER's experience and qualifications and represent standards. This Agreement is based on these requirements as
ENGINEER's best judgment as an experienced and qualified of its Effective Date. Changes to these requirements after the
professional generally familiar with the industry. However, Effective Date of this Agreement may be the basis for
since ENGINEER has no control over the cost of labor, modifications to OWNER's responsibilities or to
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 4 of 11
ENGINEER's scope of services, times of performance, or A. (Modified) Upon execution of this Agreement, the
compensation. ENGINEER grants to the OWNER an ownership interest in
the Instruments of Service. The ENGINEER shall obtain
E.(Modified) OWNER shall be responsible for, and similar interests from the OWNER and the ENGINEER's
ENGINEER may rely upon, the accuracy and completeness consultants consistent with this Agreement. Within seven
of all requirements,programs, instructions, reports, data, and days of any termination or expiration of this Agreement, the
other information furnished by OWNER to ENGINEER ENGINEER shall be required to tender to OWNER all
pursuant to this Agreement, unless expressly stated or Instruments of Service; provided OWNER has paid all
communicated otherwise by OWNER. ENGINEER may use monies, excluding any disputed amount, due and owing to
such requirements, reports, data, and information in ENGINEER in accordance with this Agreement. With such
performing or furnishing services under this Agreement. ownership interest, it is expressly understood by the parties
hereto that the OWNER may use the Instruments of Service
F. OWNER shall make decisions and carry out its other for any purposes which the OWNER sees fit, including, but
responsibilities in a timely manner and shall bear all costs not limited to, subsequent construction, reconstruction,
incident thereto so as not to delay the services of alteration,and/or repairs of the Project. As a condition to the
ENGINEER. OWNER's use of the Instruments of Service, the OWNER
hereby expressly agrees to remove the ENGINEER's name
G. (Deleted). and all references to the ENGINEER,and its consultants from
the Documents. The OWNER hereby releases any and all
H. (Modified) ENGINEER shall not be required to sign claims which the OWNER could make arising out of or in
any documents, no matter by whom requested, that would connection with any reuse of the documents by the OWNER.
result in ENGINEER's having to certify, guarantee or This release of claims for the matters covered in this
warrant the existence of conditions whose existence Paragraph 6.04.A shall be for the benefit of the ENGINEER,
ENGINEER cannot ascertain;provided,that ENGINEER has its officers, and employees and sub-consultants, as well as
exercised due diligence and was not otherwise required to their successors and assigns.
certify,guarantee or warrant the existence of such conditions.
B. (Modified) Copies of OWNER-furnished data that
I. (Deleted). may be relied upon by ENGINEER are limited to the printed
copies that are delivered to ENGINEER pursuant to Exhibit B
J.(Deleted) unless otherwise expressly stated or communicated by
OWNER. Files in electronic media format of text, data,
K.(Deleted). graphics, or of other types that are furnished by OWNER to
ENGINEER are only for convenience of ENGINEER. Any
L.(Deleted). conclusion or information obtained or derived from such
electronic files will be at the user's sole risk.
6.02 Authorized Project Representatives
C. Copies of Documents that may be relied upon by
A. Contemporaneous with the execution of this OWNER are limited to the printed copies(also known as hard
Agreement, ENGINEER and OWNER shall designate copies)that are signed or sealed by the ENGINEER. Files in
specific individuals to act as ENGINEER's and OWNER's electronic media format of text, data, graphics, or of other
representatives with respect to the services to be performed or types that are furnished by ENGINEER to OWNER are only
furnished by ENGINEER and responsibilities of OWNER for convenience of OWNER. Any conclusion or information
under this Agreement. Such individuals shall have authority obtained or derived from such electronic files will be at the
to transmit instructions, receive information, and render user's sole risk.
decisions relative to the Project on behalf of each respective
party. D. Because data stored in electronic media format can
deteriorate or be modified inadvertently or otherwise without
6.03 Design without Construction Phase Services authorization of the data's creator, the party receiving
electronic files agrees that it will perform acceptance tests or
(Deleted). procedures within 60 days, after which the receiving party
shall be deemed to have accepted the data thus transferred.
6.04 Use of Documents The party delivering the electronic files will correct any errors
detected within the 60-day acceptance period. ENGINEER
shall not be responsible to maintain documents stored in
electronic media format after acceptance by OWNER.
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 5 of 11
a (Modified) By either party upon 30 days'
E. When transferring documents in electronic media written notice in the event of failure by the other
format,ENGINEER makes no representations as to long-term party to perform in accordance with the terms hereof
compatibility, usability, or readability of documents resulting through no fault of the terminating party;or
from the use of software application packages, operating
systems, or computer hardware differing from those used by b. By ENGINEER upon seven days written
ENGINEER at the beginning of this Project. notice if ENGINEER is being requested by
OWNER to furnish or perform services contrary to
F. (Modified) Any use of the Documents on any ENGINEER's responsibility as a licensed
extension of the Project or on any other project shall be at professional.
OWNER's sole risk and OWNER hereby releases
ENGINEER from any liability associated solely with the c. Notwithstanding the foregoing, this
reuse of the Documents. Agreement will not terminate as a result of such
substantial failure if the party receiving such notice
G. If there is a discrepancy between the electronic files begins, within seven days of receipt of such notice,
and the hard copies,the hard copies govern. to correct its failure to perform and proceeds
diligently to cure such failure within no more than
H. Any verification or adaptation of the Documents for 30 days of receipt thereof;provided,however,that if
extensions of the Project or for any other project will entitle and to the extent such substantial failure cannot be
ENGINEER to further compensation at rates to be agreed reasonably cured within such 30 day period, and if
upon by OWNER and ENGINEER. such party has diligently attempted to cure the same
and thereafter continues diligently to cure the same
6.05 Insurance then the cure period provided for herein shall extend
up to,but in no case more than 60 days after the date
A. ENGINEER shall procure and maintain insurance as of receipt of the notice.
set forth in Exhibit G,"Insurance."
2. For convenience by OWNER effective upon the
B. Not used. receipt of notice by ENGINEER.
C. Not used. B. Not used
D. Not used. 6.07 Controlling Law
E. Not used. A. This Agreement is to be governed by the law of the
state in which the Project is located.
F. At any time, OWNER may request that
ENGINEER, at OWNER's sole expense, provide additional 6.08 Successors,Assigns,and Beneficiaries
insurance coverage, increased limits, or revised deductibles
that are more protective than those specified in Exhibit G. If A. OWNER and ENGINEER each is hereby bound and
so requested by OWNER, with the concurrence of the partners, successors, executors, administrators and legal
ENGINEER, and if commercially available, ENGINEER representatives of OWNER and ENGINEER (and to the
shall obtain and shall require ENGINEER's Consultants to extent permitted by paragraph 6.08.B the assigns of OWNER
obtain such additional insurance coverage,different limits,or and ENGINEER)are hereby bound to the other party to this
revised deductibles for such periods of time as requested by Agreement and to the partners, successors, executors,
OWNER,and Exhibit G will be supplemented to incorporate administrators and legal representatives (and said assigns)of
these requirements. such other party,in respect of all covenants, agreements and
obligations of this Agreement.
6.06 Termination
B. Neither OWNER nor ENGINEER may assign,
A.(Modified) The obligations hereunder may be sublet, or transfer any rights under or interest(including,but
terminated: without limitation, moneys that are due or may become due)
in this Agreement without the written consent of the other,
1. For cause, except to the extent that any assignment, subletting, or
transfer is mandated or restricted by law. Unless specifically
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 6 of 11
stated to the contrary in any written consent to an assignment, ENGINEER is not and shall not be required to become an
no assignment will release or discharge the assignor from any "arranger," "operator," "generator," or "transporter" of
duty or responsibility under this Agreement hazardous substances, as defined in the Comprehensive
Environmental Response,Compensation,and Liability Act of
C. Unless expressly provided otherwise in this 1990(CERCLA),which are or may be encountered at or near
Agreement: the Site in connection with ENGINEER's activities under this
Agreement.
1. Nothing in this Agreement shall be construed to
create, impose, or give rise to any duty owed by F. If ENGINEER's services under this Agreement
OWNER or ENGINEER to any Contractor,Contractor's cannot be performed because of a Hazardous Environmental
subcontractor, supplier, other individual or entity, or to Condition, the existence of the condition shall justify
any surety for or employee of any of them. ENGINEER's terminating this Agreement for cause on 30
days notice.
2. All duties and responsibilities undertaken
pursuant to this Agreement will be for the sole and 6.11 Allocation of Risks
exclusive benefit of OWNER and ENGINEER and not
for the benefit of any other party. The OWNER agrees A. (Modified) Indemnification. See Exhibit K.
that the substance of the provisions of this paragraph
6.08.0 shall appear in the Contract Documents.
6.12 Notices
6.09 Not Used.
A. (Modified) Any notice required under this
6.10 Hazardous Environmental Condition Agreement will be in writing, addressed to the appropriate
party at its address on the signature page and given
A. OWNER represents to Engineer that to the best of its personally,or by registered or certified mail postage prepaid,
knowledge a Hazardous Environmental Condition does not or by a commercial courier service. Additionally, notices
exist may be given via facsimile or by electronic mail if such notice
is also given personally, or by registered or certified mail or
B.(Modified) OWNER has disclosed to the best of by a commercial courier service. All notices shall be effective
its knowledge and belief to ENGINEER the existence of all upon the date of receipt.
Asbestos, PCB's, Petroleum, Hazardous Waste, or
Radioactive Material located at or near the Site, including 6.13 Survival
type,quantity and location.
A. (Modified) All express representations,
C.(Modified) If a Hazardous Environmental indemnifications, and limitations of liability included in this
Condition is encountered or alleged, ENGINEER shall have Agreement will survive its completion or termination for any
the obligation to notify OWNER on or before the next reason.
business day of the same.
6.14 Severability
D. It is acknowledged by both parties that
ENGINEER's scope of services does not include any services A. Any provision or part of the Agreement held to be
related to a Hazardous Environmental Condition. In the event void or unenforceable under any Laws or Regulations shall be
ENGINEER or any other party encounters a Hazardous deemed stricken, and all remaining provisions shall continue
Environmental Condition,ENGINEER may,at its option and to be valid and binding upon OWNER and ENGINEER,who
without liability for consequential or any other damages, agree that the Agreement shall be reformed to replace such
suspend performance of services on the portion of the Project stricken provision or part thereof with a valid and enforceable
affected thereby until OWNER: (i) retains appropriate provision that comes as close as possible to expressing the
specialist consultant(s) or contractor(s) to identify and, as intention of the stricken provision.
appropriate, abate, remediate, or remove the Hazardous
Environmental Condition; and(ii)warrants that the Site is in 6.15 Waiver
full compliance with applicable Laws and Regulations.
A. Non-enforcement of any provision by either party
E. OWNER acknowledges that ENGINEER is shall not constitute a waiver of that provision, nor shall it
performing professional services for OWNER and that
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 7 of 11
affect the enforceability of that provision or of the remainder
of this Agreement. 14. Deleted
6.16 Headings 15. Deleted
A. The headings used in this Agreement are for general 16. Deleted
reference only and do not have special significance.
17. Deleted
ARTICLE 7- DEFINITIONS
18. Deleted
7.01 Defined Terms 19. Documents—Data, Reports, Drawings,
Specifications,Record Drawings,and other deliverables,
A. Wherever used in this Agreement (including the whether in printed or electronic media format, provided
Exhibits hereto)and printed with initial or all capital letters, or furnished in appropriate phases by ENGINEER to
the terms listed below have the meanings indicated, which OWNER pursuant to this Agreement.
are applicable to both the singular and plural thereof:
20. Drawings—That part of the Contract Documents
1. Deleted prepared or approved by ENGINEER which graphically
shows the scope,extent,and character of the Work to be
2. Additional Services--The services to be performed by Contractor. Shop Drawings are not
performed for or furnished to OWNER by ENGINEER Drawings as so defined.
in accordance with Exhibit A,Part 2 of this Agreement.
21. Deleted
3. Agreement—This"Standard Form of Agreement
between OWNER and ENGINEER for Professional 22. Effective Date of the Agreement—The date
Services," including those Exhibits listed in Article 8 indicated in this Agreement on which it becomes
hereof. effective, but if no such date is indicated, it means the
date on which the Agreement is signed and delivered by
4. Deleted the last of the two parties to sign and deliver.
5. Asbestos—Any material that contains more than 23. ENGINEER's Consultants--Individuals or
one percent asbestos and is friable or is releasing asbestos entities having a contract with ENGINEER to furnish
fibers into the air above current action levels established services with respect to this Project as ENGINEER's
by the United States Occupational Safety and Health independent professional associates, consultants,
Administration. subcontractors, or vendors. The term ENGINEER
includes ENGINEER's Consultants.
6. Basic Services--The services to be performed
for or furnished to OWNER by ENGINEER in 24. Deleted
accordance with Exhibit A,Part 1,of this Agreement.
25. Deleted
7. Deleted
26. Deleted
8. Deleted
27. Hazardous Environmental Condition--The
9. Deleted presence at the Site of Asbestos, PCB's, Petroleum,
Hazardous Waste, or Radioactive Materials in such
10. Deleted quantities or circumstances that may present a substantial
danger to persons or property exposed thereto in
11. Deleted connection with the Work.
12. Deleted 28. Hazardous Waste—The term Hazardous Waste
shall have the meaning provided in Section 1004 of the
13. Deleted Solid Waste Disposal Act (42 USC Section 6903) as
amended from time to time.
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 8 of 11
43. Work--The entire completed construction or the
29. Laws and Regulations; Laws or Regulations-- various separately identifiable parts thereof required to be
Any and all applicable laws, rules, regulations, provided under the Contract Documents with respect to
ordinances, codes, standards, and orders of any and all this Project. Work includes and is the result of
governmental bodies, agencies, authorities, and courts perfonning or furnishing labor, services, and
having jurisdiction documentation necessary to produce such construction
and furnishing,installing,and incorporating all materials
30. PCB's--Polychlorinated biphenyls. and all equipment into such construction, all as required
by the Contract Documents.
31. Petroleum—Petroleum, including crude oil or
any fraction thereof which is liquid at standard conditions 44. Deleted
of temperature and pressure (60 degrees Fahrenheit and
14.7 pounds per square inch absolute), such as oil, 45. Written Amendment—A written amendment of
petroleum, fuel oil, oil sludge, oil refuse, gasoline, the Contract Documents signed by OWNER and
kerosene,and oil mixed with other non-Hazardous Waste Contractor on or after the Effective Date of the
and crude oils. Construction Agreement and normally dealing with the
non-engineering or non-technical rather than strictly
32. Radioactive Materials—Source, special nuclear, construction-related aspects of the Contract Documents.
or byproduct material as defined by the Atomic Energy
Act of 1954 (42 USC Section 2011 et seq.) as amended
from time to time. ARTICLE 8 - EXHIBITS AND SPECIAL
PROVISIONS
33. Deleted
34. Reimbursable Expenses--The expenses incurred 8.01 Exhibits Included
directly by ENGINEER in connection with the
performing or furnishing of Basic and Additional A. Exhibit A, "ENGINEER's Services," consisting of
Services for the Project for which OWNER shall pay seven(7)pages.
ENGINEER as indicated in Exhibit C.
B. Exhibit B, "OWNER's Responsibilities," consisting
35. Deleted of two(2)pages.
36. Samples--Physical examples of materials, C. Exhibit C, "Payments to Engineer for Services and
equipment, or workmanship that are representative of Reimbursable Expenses,"consisting of two(2)pages.
some portion of the Work and which establish the
standards by which such portion of the Work will be D. Exhibit D,"Duties,Responsibilities and Limitations
judged. of Authority of Resident Project Representative,"is not used.
37. Deleted E. Exhibit E,"Notice of Acceptability of Work,"is not
used.
38. Site—Lands or areas indicated in the Contract
Documents as being furnished by OWNER upon which F. Exhibit F,"Construction Cost Limit," is not used.
the Work is to be performed, rights-of-way and
easements for access thereto, and such other lands G. Exhibit G,"Insurance,"consisting of two(2) pages.
furnished by OWNER which are designated for use of
Contractor. H. Exhibit H,"Dispute Resolution,"is not used.
39. Deleted I. Exhibit I,"Allocation of Risks,"is not used.
40. Deleted J. Exhibit J,"Special Provisions"is not used.
41. Deleted K. (Added) Exhibit K, "Indemnification" consisting of
two(2) pages.
42. Deleted
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 9 of 11
8.02 Total Agreement
A. This Agreement (consisting of pages 1 to 11
inclusive, together with the Exhibits identified above)
constitutes the entire agreement between OWNER and
ENGINEER 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 l0 of 11
IN WITNESS WHEREOF,the parties hereto have
executed this Agreement,the Effective Date of which is
indicated on page 1.
OWNER:BA R AUTHORITY ENGINEER: MALC 0 M PIRNIE,INC.
Signature: Signature: I p A 1/17 1 A---—-
Printed Name: Garrison C.Brumback Printed Name: J� j4 ` • SP( 1$
Title: Gene anager / Title: V�C l 12(�•fseji'-
Date Signed �t�"-r !� 01, Date Signed: 2-1 APR- t0
Address for giving notices- , Address for giving notices:
P.O. Box 424 /I , 1700 West Loop S# 1450
Baytown.Texas 775224 , Houston,TX 77027
*
Designated Representative(paragraph 6.02.A): Designated Representative(paragraph 6.02.A):
Name:Jose A.Pastrana,P.E. Name: e n 1— $/o v 4 J 1• E.
Title:Director of Engineering Title: SGr+r o.i As o c i a-i-e_
IS-//
Phone Number: (281)420-7154 Phone Number: (713) 840-
/Z o7
Facsimile Number: (281)420-6586 Facsimile Number: (713)84045-
E-Mail Address: jose.pastrana@baytown.org E-Mail Address:
fiSlo va R. @pirnie.com
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 11 of 11
This is EXHIBIT A, consisting of 7 pages, referred to in and
part of the Agreement between OW�iE and ENGINEER
for Professional Services dated(4//f dp 6
Initia
OWNER /:1►�
ENGINEER -
ENGINEER's Services
Article I of the Agreement is amended and supplemented to include the following agreement of the parties.
ENGINEER shall provide Basic and Additional Services as set forth below.
PART 1 —BASIC SERVICES(Modified)
A1.005 Conceptual Engineering Phase
A. ENGINEER shall:
I. Consult with OWNER to define and clarify OWNER's requirements for the Project and available data.
2. Advise OWNER as to the necessity of OWNER's providing data or services of the types described in
Exhibit B,which are not part of ENGINEER's Basic Services, and assist OWNER in obtaining such
data and services.
3. (Modified) Identify, consult with, and analyze requirements of governmental authorities having
jurisdiction to approve the portions of the Project designed or specified by ENGINEER,including,but
not limited to,mitigating measures identified in the environmental assessment(if any).
4. Identify and evaluate potential solutions available to OWNER;and,after consultations with OWNER,
recommend to OWNER those solutions which in ENGINEER's judgment meet OWNER's
requirements for the Project.
5. (Modified) Attend meetings with OWNER to receive input into OWNER'S requirements for the
Project and evaluation of potential solutions available to OWNER and to discuss and finalize design
criteria and acquire pertinent information regarding the Project.
6. (Modified) Perform or provide the following additional Conceptual Engineering Phase tasks or
deliverables:
Task 1-Establish Treated Water Quality Goals
1.1 ENGINEER will review the historical water quality data (source water,plant finished water and
distribution system) with a focus on long-term regulatory compliance. Water quality data for a
period of up to two(2)years will be provided by OWNER.
1.2 ENGINEER will coordinate and conduct a workshop(Workshop No.1)to establish treated water
quality goals and plant operational targets. Water quality goals will consider recommendations of
the Partnership for Safe Water.
1.3 ENGINEER will summarize the agreed upon treated water quality goals in the minutes of the
workshop.
Task 2-Strategies to Achieve I Maintain Regulatory Compliance and Water Quality Goals
2.1 Based on findings of Task 1,ENGINEER will identify the key process needs to consistently meet
the water quality goals. The process needs will include, as a minimum, those listed in the
Background section of this scope.
Page 1 of 7 Pages
(Exhibit A--ENGINEER's Services)
2.2 ENGINEER will identify candidate technologies and conduct a desktop evaluation of up to three
alternatives.
2.3 ENGINEER will conduct bench-scale testing of one pre-oxidant for manganese control (e.g.,
chlorine dioxide). Manganese will be spiked for the tests to represent historical peak
concentrations. The goals of the bench-scale testing are to establish the pre-oxidant demand,
decay and by-product formation.
2.4 ENGINEER will summarize the findings and recommendations of Task 2 in a memorandum.
Conceptual engineering of these recommendations will be developed in Task 8.
Task 3-Comprehensive Plant Performance Evaluation
3.1 ENGINEER will conduct a comprehensive performance evaluation(CPE)of the Project which
will include:
• Review of historical plant operational and unit process performance data;
• Review of record drawings and assess compliance with current Texas Commission on
Environmental Quality(TCEQ)rules;
• Site visits and operator interviews;and
• Review of operation and maintenance practices (standard operating procedures (SOPs),
training and monitoring).
3.2 Based on the findings of sub-task 3.1, ENGINEER will determine and establish the performance
potentials for major unit processes(coagulation. clarification,filtration). ENGINEER will identify
the performance limiting factors (PLFs) and develop recommendations to overcome the PLFs.
The recommendations will include both plant operations enhancement measures and capital
improvement needs. ENGINEER will prioritize the recommendations of CPE based on the
criticality and impact of the PLFs. Laboratory analysis will be done either by OWNER or by an
external laboratory as part of additional services.
3.3 ENGINEER will summarize the CPE findings and recommendations in a memorandum.
Conceptual engineering of these recommendations will be developed in Task 8.
Task 4-Evaluation of Mixing in Ground Storage Ranks
4.1 The OWNER'S water treatment plant(WTP)has three ground storage tanks(GSTs). ENGINEER
will conduct computational fluid dynamics(CFD)modeling of the GSTs to identify any potential
mixing deficiencies. The CFD modeling results will be used to develop recommendations to
improve mixing that may include modifications to inlet and outlet configurations. The scope does
not include tracer studies of existing or future conditions.
4.2 ENGINEER will summarize the GST mixing evaluation findings and recommendations in a
memorandum.Conceptual engineering of these recommendations will be developed in Task 8.
Task 5-Condition Assessment of Existing Facilities
5.1 ENGINEER will assess the existing condition of major equipment items,structures,electrical,and
SCADA systems. Current operational status and maintenance history will be documented, and a
determination made relative to expected remaining service life. Structures will be visually
assessed for signs of settlement, and overall condition. Electrical equipment will be assessed for
operability, reliability,maintenance history,and current electrical codes. The current plant control
system will be assessed for performance, maintainability, quality of trends and reports, and
operator functionality.
5.2 ENGINEER will conduct performance tests of the raw, low lift,transfer, and high service pumps.
The pumps will be evaluated by obtaining flow and pressure readings for multiple operating
conditions. The results will be compared to original pump performance as documented on
certified pump curves by the manufacturers. A recommendation will be made as to the need for
repair or rehabilitation to attain the original performance. Flow readings will be taken using
portable,strap-on ultrasonic flow meters.
5.3 ENGINEER will perform an evaluation of drainage issues for the entire plant site.
Recommendations will be developed to improve drainage and eliminate ponding.
Page 2 of 7 Pages
(Exhibit A--ENGINEER's Services)
5.4 ENGINEER shall retain CORRPRO Companies Inc., to evaluate the condition and operation of
the cathodic protection system for the ground storage tank. CORRPRO will provide a written
report with recommendations for necessary improvements.
5.5 ENGINEER shall retain WATER TECHNOLOGIES to conduct an underwater inspection of the
interior condition of the ground storage tanks for compliance with TCEQ and AWWA standards.
A written report with recommendations for necessary improvements will be provided, along with
video on DVD of the underwater inspection.
5.6 Based on the findings of the condition assessment tasks described above, ENGINEER will
develop a prioritized list of recommended capital improvements. A summary of the condition
assessment will be documented in a technical memorandum. Conceptual engineering of these
Recommendations will be developed in Task 8.
Task 6-Chemical, Power,and Production Optimization
6.1 The CPE will identify potential measures to optimize plant chemical usage. ENGINEER will
develop a plan for OWNER'S staff to conduct bench-scale testing of chemical optimization
measures that may include optimization of coagulation (coagulant-aid polymer, acidified ferric
sulfate) and pH/alkalinity (lime) adjustment practices. Based on bench-scale test results,
ENGINEER will develop recommendations for optimization of chemical usage for the OWNER
WTP. OWNER will provide the jar test apparatus, labor, analysis, chemicals, and other
accessories to conduct bench-scale tests.
6.2 An energy optimization assessment will be conducted for the OWNER'S WTP. Malcolm Pirnie
will conduct an on-site audit of the facility over a period of two days to evaluate operations,
interview operating personnel, and obtain other necessary data. The analysis will rely solely on
operating and energy use data that are already recorded,can be provided by on-site staff,or can be
measured during the on-site audit.Areas that will be assessed during the audit include:
• Building systems
• Pumping systems
• Treatment systems
ENGINEER personnel will evaluate opportunities for energy savings and energy cost reduction.
Typically pumping constitutes over 80%of the electrical use at a water treatment system and will
be the focus of the evaluation. However, time of use considerations, renewable generation and
building systems can also provide significant savings. To aid in the evaluation, an approximate
breakdown of electricity use by the major processes or systems will be developed. For each
measure that is determined technically feasible, an order of magnitude opinion of probable
construction cost, a preliminary estimate of energy savings, and a high level economic analysis
(e.g.,simple payback)will be prepared.
The result of the energy optimization assessment will be documented in technical memorandum
that will include specific Energy Conservation Measure (ECM) recommendations commensurate
the level of detail appropriate for a Master Plan. In addition, ENGINEER will identify possible
data gaps and provide recommendations on additional metering or process monitoring that can be
performed to facilitate ongoing implementation of energy efficiency improvements. Conceptual
engineering of recommended capital improvements will be developed in Task 8.
ENGINEER will meet with OWNER'S energy consultant and review available data, findings,and
recommendations that could be utilized and incorporated into this project.
Task 7-Evaluation of Operations and Maintenance IT and SCADA Tools and Practices
An assessment of computerized tools and SCADA systems to support current operations and
maintenance practices, standard operating procedures, and training procedures will be conducted.
Through interviews with plant staff and OWNER'S managers, ENGINEER will document major
issues, needs, and drivers for improvement of IT and SCADA capabilities. ENGINEER will
perform an assessment of the information technology and SCADA environment at the treatment
plant,including inspecting and documenting the following key elements:
Page 3 of 7 Pages
(Exhibit A--ENGINEER's Services)
• The IT infrastructure installed at the plant, including networks, servers, desktop computers,
and portable/mobile computers.
• The portfolio of software applications used for real-time control(DCS/SCADA),maintenance
management, laboratory information management, standard operating procedures, electronic
content and document management, operations historical trending and reporting, and
regulatory compliance management.
• Integration processes and technology that provide automated data transfers between the major
software applications.
• The IT and control system support organization dedicated to the plant, and the support
received from utility-wide IT support personnel
• The process used to plan, select and implement IT-related improvements for the plant (IT
governance process)
ENGINEER will compare the current conditions for IT/SCADA at the plant with the documented
needs, and with best practices for water treatment facilities. ENGINEER will develop a tactical
IT/SCADA improvement plan,consisting of the following major topics:
1. Current Issues,Drivers and Needs
2. Current Infrastructure and Applications
3. Improvement Prioritization
4. Recommended Improvement Initiatives
5. Readiness Assessment
This task does not include actual development of these tools,but will document the scope required
to develop these tools, along with estimated costs for their development. The results and
recommendations from this evaluation will be documented in a technical memorandum.
Conceptual engineering of recommended capital improvements will be developed in Task 8.
Task 8-Conceptual ENGINEERing and Costing of Improvements
ENGINEER will conduct a workshop to review the improvements needs and recommendations.
The objective of the workshop is gain consensus on the needed improvements. For the final
approved improvements, ENGINEER will develop conceptual engineering design that will
include drawings for site plans, and plan and major sections for new structures or existing
structures that will be significantly modified. For new unit processes, ENGINEER will also
develop preliminary Process and Instrumentation Diagrams.
For major process changes,ENGINEER will develop up to two alternatives,compare and contrast
the alternatives, prepare life-cycle cost evaluations, and make a recommendation for
implementation.
ENGINEER will use the conceptual engineering products to provide estimates of probable
construction costs for recommended capital improvements. Costs will be developed in accordance
with the practices defined by the Association for the Advancement of Cost engineering (AACE)
for a Class 4 estimate.
Task 9-Capital Improvements Plan
ENGINEER will develop evaluation and prioritization criteria to enable BAWA to compare the
benefits and costs of the various improvements being recommended. After agreement upon the
criteria, ENGINEER will provide preliminary scoring and ranking of improvements, along with a
phasing plan for improvements with estimated cash flow. The preliminary results will be
presented to BAWA in a workshop. In the workshop, OWNER will have the opportunity to
change the preliminary scoring to assess the sensitivity of the evaluation criteria. The final results
of the workshop will be documented in a draft Capital Improvements Plan.
Task 10-Final Report
Within 170 calendar days of the notice to proceed issued by the OWNER, ENGINEER will
submit 10 copies of the final report that compiles all technical memoranda,workshop results,and
Page 4 of 7 Pages
(Exhibit A--ENGINEER's Services)
draft Capital Improvement Plan in a single volume. Following receipt of written comments,
ENGINEER will meet with OWNER to review their comments. ENGINEER will address
comments in writing,and finalize and submit 10 copies of the final report within 20 calendar days
of Engineer's receipt of OWNER's comments.
Task 11 -Project Administration
ENGINEER will perform activities to set-up the project financials, schedule,tools,templates, and
management plan. A project kickoff meeting will be held with OWNER to confirm the project
objectives,communications protocols,and other administrative requirements.
The ENGINEER Project Manager will perform monitor and control activities to track progress,
update schedules, monitor budget, and coordinate with BAWA's Project Manager. Progress
meetings will be held at least monthly with OWNER to review the status of the project, discuss
interim findings,review look-ahead activities and provide schedule updates.
ENGINEER will prepare meeting agendas, meeting minutes, and monthly activity / progress
reports to be submitted with the monthly invoices and project schedule updates.
B. (Modified) ENGINEER's services under the Conceptual Design Phase will be considered complete on the
date when the final copies of the final report has been delivered to and accepted by OWNER.
A.1.01 Preliminary Engineering Phase(Deleted in its entirely)
Al.02 Final Design Phase(Deleted in its entirety)
Al.03 Bidding or Negotiating Phase(Deleted in its entirety)
A1.04 Construction Phase(Deleted in its entirety)
Al.05 Post-Construction Phase(Deleted in its entirety)
PART 2—ADDITIONAL SERVICES
A2.0I Additional Services Requiring OWNER's Authorization in Advance
A. If authorized in writing in advance by OWNER, ENGINEER shall furnish or obtain from others Additional
Services of the types listed below. These services will be paid for by OWNER as indicated in Article 4 of the
Agreement;provided they are not already included as part of the Basic Services and they have been approved
in writing by the OWNER prior to their performance.
1. (Modified) Preparation of applications and supporting documents (in addition to those furnished under
Basic Services) for private or governmental grants, loans or advances in connection with the Project;
preparation or review of environmental assessments and impact statements; review and evaluation of the
effects on the design requirements for the Project of any such statements and documents prepared by
others; assistance in obtaining approvals of authorities having jurisdiction over the anticipated
environmental impact of the Project; and assistance in obtaining on behalf of the OWNER permits not
otherwise included with the scope of Basic Services from all governmental authorities having jurisdiction
to approve all phases of the PROJECT designed or specified by ENGINEER.
2. Services to make measured drawings of or to investigate existing conditions or facilities,or to verify the
accuracy of drawings or other information furnished by OWNER.
3. (Modified)Services resulting from significant changes in the scope,extent,or character of the portions of
the Project designed or specified by ENGINEER or its design requirements including,but not limited to,
changes in size, OWNER's schedule, or character of construction; and revising previously accepted
Page 5 of 7 Pages
(Exhibit A--ENGINEER's Services)
studies, reports, Drawings, Specifications, or Contract Documents when such revisions are required by
changes in Laws and Regulations enacted subsequent to the Effective Date of this Agreement.
4. (Modified) Services resulting from OWNER's request to evaluate additional Phase alternative solutions
beyond those identified in paragraph A1.01.A.4.
5. Services required as a result of OWNER's providing incomplete or incorrect Project information with
respect to Exhibit B; provided, such information was to be relied upon by ENGINEER pursuant to
Section 6.01.E of the Agreement.
6. Providing renderings or models for OWNER's use.
7. Undertaking investigations and studies including,but not limited to,assistance in obtaining financing for
the Project; evaluating processes available for licensing, and assisting OWNER in obtaining process
licensing;detailed quantity surveys of materials,equipment,and labor;and audits or inventories required
in connection with construction performed by OWNER.
8. Furnishing services of ENGINEER's Consultants for other than Basic Services.
9. Services attributable to more prime construction contracts than specified in paragraph A 1.03.C.
10. Services during out-of-town travel required of ENGINEER other than for visits to the Site or OWNER's
office.
11. Preparing for, coordinating with, participating in and responding to structured independent review
processes, including, but not limited to, construction management, cost estimating, project peer review,
value engineering, and constructability review requested by OWNER; and performing or furnishing
services required to revise studies, reports, Drawings, Specifications, or other Bidding Documents as a
result of such review processes.
12. Providing assistance in resolving any Hazardous Environmental Condition in compliance with current
Laws and Regulations.
13. (Modified) Preparing to serve or serving as a consultant or witness for OWNER in any litigation,
arbitration or other dispute resolution process related to the Project if ENGINEER is not a party to the
same).
14. Providing more extensive services required to enable ENGINEER to issue notices or certifications
requested by OWNER under paragraph 6.O 1.G of the Agreement.
15. Property descriptions.
16. (Modified) Property, easement, right-of-way, and other special surveys or data, including establishing
relevant reference points.
17. (Added) Environmental assessments, audits, investigations and impact statements, and other relevant
environmental or cultural studies as to the Project,the Site,and adjacent areas.
18. (Added) Providing the following Additional Services when not already included as part of the Basic
Services enumerated herein:
a. Pilot-scale tests of alternative technologies;
b. Conduct water quality sampling and analysis;
c. Design of capital improvements;
d. Surveying;
e. Geotechnical;
f. Environmental;
Page 6 of 7 Pages
(Exhibit A--ENGINEER's Services)
g. Laboratory costs;
h. Additional training sessions;
i. Develop standard operating procedures;
j. Develop operations and maintenance manuals;
k. Develop maintenance management system;
1. Customized regulatory compliance or management reports;
m. Operator training sessions;
n. On-site testing of electrical systems that may include thermal imaging, power monitoring of
incoming service,megger tests;
o. Energy consumption monitoring;and
p. Tracer studies of GSTs.
A2.02 Required Additional Services(Deleted)
Page 7 of 7 Pages
(Exhibit A--ENGINEER's Services)
This is EXHIBIT B, consisting of 2 pages, referred to in and
!
part of the Agreement betwe ye ENGINEER
for Professional Services dat
Initial:
O ER
ENGINEER/
OWNER's Responsibilities
Article 2 of the Agreement is amended and supplemented to include the following agreement of the parties.
B2.01 In addition to other responsibilities of OWNER as set forth in this Agreement,OWNER shall:
A. Provide ENGINEER with all criteria and full information as to OWNER's requirements for the Project,
including design objectives and constraints, space, capacity and performance requirements, flexibility, and
expandability, and any budgetary limitations; and furnish copies of all design and construction standards which
OWNER will require to be included in the Drawings and Specifications; and furnish copies of OWNER's standard
forms,conditions,and related documents for ENGINEER to include in the Bidding Documents,when applicable.
B. Furnish to ENGINEER any other available information pertinent to the Project including the following:
1. Historical water quality data, plat operating logs, laboratory results, and production records in
electronic format;
2. Historical energy records,energy rate structure,inventory of motors, lamps and lighting;
3. Operations and maintenance manuals provided by equipment manufacturers;
4. As-built or record drawings;
5. Access to facilities and equipment;
6. Interviews with plant operations,maintenance and management staff;
7. Operating cost data;
8. Standard operating procedures;
9. Maintenance management records and data;
10. Conduct jar tests;
11. Laboratory analyses;and
12. reports and data relative to previous designs,or investigation at or adjacent to the Site.
C. (Modified) Following ENGINEER's assessment of initially-available Project information and data and upon
ENGINEER's written request,furnish or otherwise make available such additional available Project related information
and data as is reasonably required to enable ENGINEER to complete its Basic and Additional Services,if any.
1. (Deleted).
2. (Deleted).
3. (Deleted).
4. (Deleted).
5. (Deleted).
6. (Deleted).
D. (Deleted).
Page 1 of 2 Pages
(Exhibit B OWNER's Responsibilities)
E. (Modified) Authorize ENGINEER to provide Additional Services as set forth in Part 2 of Exhibit A of the
Agreement as the OWNER determines is necessary.
F. (Modified) Arrange for access to and make all provisions for ENGINEER to enter upon public and private
property as required for ENGINEER to perform services under the Agreement.
G. Examine all alternate solutions, studies, reports, sketches, Drawings, Specifications, proposals, and other
documents presented by ENGINEER (including obtaining advice of an attorney, insurance counselor, and other
advisors or consultants as OWNER deems appropriate with respect to such examination)and render in writing timely
decisions pertaining thereto.
H. (Deleted).
I. (Deleted).
J. Advise ENGINEER of the identity and scope of services of any independent consultants employed by
OWNER to perform or furnish services in regard to the Project, including, but not limited to,cost estimating,project
peer review,value engineering,and constructability review.
K. Deleted
L. Deleted
M. Deleted
N. Deleted
Nothing contained in this Exhibit or in the Agreement shall be construed to require the OWNER to provide any
records or data in any certain format. The format in which the existing data and documentation will be provided
shall be at the sole discretion of the OWNER
Page 2 of 2 Pages
(Exhibit B—OWNER's Responsibilities)
This is EXHIBIT C,consisting of 2 pages, referred to in and
part of the Agreement between E cl, NGINEER
for Professional Services dated
OWNER
ENGINEER,---1?�
Payments to ENGINEER for Services and Reimbursable Expenses
Article 4 of the Agreement is amended and to exceed amount unless approved in writing by
supplemented to include the following agreement of the OWNER.
the parties:
3. The cost not to exceed includes
ARTICLE 4--PAYMENTS TO THE ENGINEER compensation for ENGINEER's services.
Appropriate amounts have been incorporated in
C4.01 For Basic Services Having A Determined the cost not to exceed to account for labor,
Scope — Cost not to Exceed Method of overhead,and profit.
Payment
4. Deleted.
A. OWNER shall pay ENGINEER for Basic
Services set forth in Exhibit A as follows: 5. The portion of the amount billed for
ENGINEER's services will be based upon total
I. (Modified) A cost not to exceed services actually completed during the billing
amount of $499,302.00 based upon the rate period.
schedule, which is attached as Appendix 1 of
Exhibit C and incorporated herein for all intents
and purposes. This amount does not include C4.02 For Basic Services Having An Undetermined
those Engineer's Consultant's charges as Scope -- Direct Labor Costs Times a Factor
provided below in this Article 4, Subparagraph Method of Payment
C4.05. The cost not to exceed will be distributed
at the completion of each of the phases in an A. (Deleted).
amount not exceeding the following for each
task: C4.03 For Additional Services
a. Conceptual Engineering Phase A. OWNER shall pay ENGINEER for
Task 1 $15,038 Additional Services as follows:
Task 2 21,392
Task 3 63,336 1. General. For services of ENGINEER's
Task 4 37,880 employees engaged directly on the Project
Task 5 68,830 pursuant to paragraph A2.01 or A2.02 of Exhibit
Task 6 95,172 A of the Agreement, except for services as a
Task 7 27,510 consultant or witness under paragraph
Task 8 63,980 A2.01.A.13, an amount based upon the actual
Task 9 31,680 hours worked and the rate schedule, which is
Task 10 38,600 attached as Appendix 1 of Exhibit C and
Task 11 35,884 incorporated herein for all intents and purposes,
plus Reimbursable Expenses and ENGINEER's
2. (Modified) ENGINEER may with the Consultant's charges, if any. No Additional
consent of OWNER alter the distribution of Services shall be preformed without the prior
compensation between individual tasks noted written consent of the Owner. Additional
herein to be consistent with services actually services which may be authorized in accordance
rendered, but shall not exceed the total cost not with this section shall not exceed$60,000.
Page 1 of 2 Pages
(Exhibit C-Basic Services With Determined Scope--Cost not to exceed Method)
2. (Deleted). A. (Deleted).
C4.04 For Reimbursable Expenses B. (Deleted).
A. (Modified) When not included in 4.07 Factors
compensation for Basic Services under paragraph
C4.01, OWNER shall pay ENGINEER for A. (Deleted).
Reimbursable Expenses as the rate set forth in
Appendix 2 of this Exhibit C. Before the OWNER B. (Deleted).
shall be liable for any reimbursable expenses, the
ENGINEER must obtain prior written approval of the C4.08 Other Provisions Concerning Payment
OWNER of any expense that exceeds $1,000 for
which the ENGINEER seeks reimbursement. A. Progress Payments. The portion of the
Reimbursable Expenses shall not exceed the amounts billed for services which are identified in
following for the Project, whether incurred by the paragraphs C4.01,C4.03,and C4.05 will be based on
ENGINEER or ENGINEER's consultant(s): the rate schedule for the cumulative hours charged to
the Project during the billing period by all of
a. Conceptual Engineering Phase $35,842 ENGINEER's employees and consultant(s), plus
Reimbursable Expenses.
B. (Modified) Reimbursable Expenses include
the following categories: mileage,parking,tolls, long
distance, reproduction of Drawings, Specifications,
Bidding Documents,and similar Project-related items
in addition to those required under Exhibit A, and, if
authorized in advance by OWNER.
C. The amounts payable to ENGINEER for
Reimbursable Expenses will be the Project-related
internal expenses actually incurred or allocated by
ENGINEER based upon the rate schedule for
reimbursable expenses, plus all invoiced external
Reimbursable Expenses allocable to the Project, the
latter multiplied by a Factor of 1.1.
D. (Deleted).
E. (Deleted)
C4.05 For ENGINEER's Consultant's Charges
A. (Modified) Whenever compensation to
ENGINEER herein is stated to include charges of
ENGINEER's Consultants,those charges shall be the
amounts billed by ENGINEER's Consultants to
ENGINEER times a Factor of 1.1. The consultant
charges shall not exceed the following amounts
specified for each of the following services, unless
approved in writing by the OWNER. The charges
include the factor and are as follows:
a. Conceptual Engineering Phase S23,650
C4.06 Direct Labor Costs
Pages
Page 2 of 2 Pa
g g
(Exhibit C-All Other Services/Charges--Cost not to Exceed Method of Payment)
APPENDIX 1 OF EXHIBIT C
RATE SCHEDULE
Position Houry Rate
Administrative _ $100
Technician T1 $ 64
Technician T2 $ 76
Technician T3 $ 83
Technician T4 $ 96
Technician T5 $108
Technician T6 $137
Technician T7 $145
Technician T8 $186
Engineer/Scientist/Architect 1 $100
Engineer/Scientist/Architect 2 $110
Engineer/Scientist/Architect 3 $115
Engineer/Scientist/Architect 4 $127
Engineer/Scientist/Architect 5 $162
Sr.Project Engineer/Scientist/Architect 6 $170
Associate $225
Senior Associate $275
Officer $315
Page 1 of 1 Pages
(Appendix 1 of Exhibit C—Hourly Rates)
APPENDIX 2 OF EXHIBIT C
REIMBURSEMENT OF COSTS
Reproduction and Deliveries:Cost plus 10%
Mileage:IRS Rate
Travel:Cost
Page 1 of 1 Pages
(Appendix 2 of Exhibit C—Consultant's Hourly Rates)
This is EXHIBIT G, consisting of 2 pages,referred to in and
part of the Agreement between 0 E n ENGINEER
for Professional Services dated
Initial:
O ER
ENGINEER l ---
Insurance
Paragraph 6.05 of the Agreement is amended and supplemented to include the following agreement of the parties.
G6.05 Insurance
Throughout the term of this Agreement, the ENGINEER at its own expense shall purchase, maintain and keep in
force and effect insurance against claims for injuries to or death of persons or damages to property which may arise
out of or result from the ENGINEER's operations and/or performance of the work under this Agreement, whether
such operations and/or performance be by the ENGINEER, its agents, representatives, volunteers, employees or
subcontractors or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of
them may be liable.
The ENGINEER's insurance coverage shall be primary insurance with respect to the OWNER, its officers, agents
and employees. Any insurance or self-insurance maintained by the OWNER, its officials, agents and employees
shall be considered in excess of the ENGINEER's insurance and shall not contribute to it. Further,the ENGINEER
shall include all subcontractors as additional insureds under its commercial general liability policies or shall furnish
separate certificates and endorsements for each subcontractor. All coverage for subcontractors 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 contract:
Commercial General Liability(CGL)
General Aggregate: $1,000,000
Products&Completed Operations: $1,000,000
Personal&Advertising Injury: $1,000,000
Per Occurrence: $500,000
a. Coverage shall be at least as broad as ISO CG 00 01 10 93
b. No coverage shall be excluded from standard policy without notification of individual exclusions being
attached for review and acceptance.
Business Automobile Policy(BAP)
Combined Single Limits: $1,000,000
a. Coverage for"Any Auto."
Workers' Compensation Insurance
Statutory Limits
Employer's Liability$500,000
Waiver of Subrogation required
Errors&Omissions(E&O)
Limit: $500,000
a. For all engineers,and/or design companies.
b. Claims-made form is acceptable.
c. Coverage will be in force for one(1)year after project is completed.
Page 1 of 2 Pages
(Exhibit G-Insurance)
Upon execution of this contract, ENGINEER 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 ENGINEER 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+:V II 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. The Baytown Area Water Authority,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 the Baytown Area Water Authority, certified copies of all insurance
policies and/or certificates of insurance shall be furnished to the Baytown Area Water Authority's
representative. Certificates of insurance showing evidence of insurance coverage shall be provided to the
Baytown Area Water Authority's representative prior to execution of this agreement.
f. Upon request of and without cost to the Baytown Area Water Authority,loss runs(claims listing)of any and/or
all insurance coverage shall be furnished to the Baytown Area Water Authority's representative.
Page 2 of 2 Pages
(Exhibit C-Insurance)
This is EXHIBIT K, consisting of 2 pages, referred to in and
part of the Agreement between 0 and ENGINEER
for Professional Services dated
Initi :
OWNER
ENGINEER
ENGINEER AGREES TO AND SHALL INDEMNIFY AND HOLD
HARMLESS AND DEFEND OWNER, ITS OFFICERS, AGENTS,
AND EMPLOYEES (HEREAFTER REFERRED TO AS "OWNER")
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
ENGINEER OR THE ENGINEER'S AGENT, CONSULTANT
UNDER CONTRACT, OR ANOTHER ENTITY OVER WHICH THE
ENGINEER EXERCISES CONTROL (COLLECTIVELY
ENGINEER'S PARTIES). IT IS THE EXPRESSED INTENTION OF
THE PARTIES HERETO, BOTH ENGINEER AND OWNER, THAT
THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH IS
INDEMNITY BY ENGINEER TO INDEMNIFY AND PROTECT
OWNER FROM THE CONSEQUENCES OF ENGINEER'S
PARTIES' OWN WILLFUL MISCONDUCT, JOINT OR SOLE
NEGLIGENCE AS WELL AS THE ENGINEER'S PARTIES'
INTENTIONAL TORTS, INTELLECTUAL PROPERTY
INFRINGEMENTS, AND FAILURES TO MAKE PAYMENTS
ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT. SUCH INDEMNITY SHALL NOT APPLY,
HOWEVER, TO LIABILITY ARISING FROM THE PERSONAL
INJURY, DEATH, OR PROPERTY DAMAGE OF PERSONS THAT
IS CAUSED BY OR RESULTS FROM THE NEGLIGENCE OF ANY
PERSON OTHER THAN THE ENGINEER'S PARTIES. IN THE
EVENT THAT ANY ACTION OR PROCEEDING IS BROUGHT
AGAINST THE OWNER FROM WHICH THE OWNER IS
INDEMNIFIED, ENGINEER FURTHER AGREES AND
Page 1 of 2 Pages
(Exhibit K-Indemnification)
COVENANTS TO DEFEND THE ACTION OR PROCEEDING BY
LEGAL COUNSEL ACCEPTABLE TO THE OWNER. THE
INDEMNITY PROVIDED HEREINABOVE SHALL SURVIVE THE
TERMINATION AND/OR EXPIRATION OF THIS AGREEMENT.
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. ENGINEER 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 ENGINEER's work to be performed
hereunder. This release shall apply with respect to ENGINEER'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 "K"
shall survive the termination and/or expiration of this Agreement.
Page 2 of 2 Pages
(Exhibit K-Indemnification)