Ordinance No. 15,0591
ORDINANCE NO. 15,059
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN,TEXAS,
AUTHORIZING A PROFESSIONAL SERVICES AGREEMENT WITH JOHNSTON
LLC, FOR PROFESSIONAL SERVICES FOR THE TRAFFIC BUILDING
RECONSTRUCTION PROJECT; AUTHORIZING PAYMENT BY THE CITY OF
BAYTOWN IN AN AMOUNT NOT TO EXCEED ONE HUNDRED THIRTY-ONE
THOUSAND THIRTY-TWO AND NO100 DOLLARS ($131,032.00); MAKING
OTHER PROVISIONS RELATED THERETO; AND PROVIDING FOR THE
EFFECTIVE DATE THEREOF.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN,TEXAS:
Section 1: That the City Council of the City of Baytown,Texas,hereby authorizes and directs the
City Manager to execute and the City Clerk to attest to a Professional Services Agreement with Johnston
LLC, for professional services for the Traffic Building Reconstruction Project. A copy of said agreement
is attached hereto as Exhibit "A" and incorporated herein for all intents and purposes.
Section 2: That the City Council of the City of Baytown authorizes payment to Johnston LLC, in
an amount not to exceed ONE HUNDRED THIRTY-ONE THOUSAND THIRTY-TWO AND N0I100
DOLLARS($131,032.00)for professional services in accordance with the agreement authorized in Section
I hereinabove.
Section 3: That the City Manager is hereby granted general authority to approve a decrease or an
increase in costs by FIFTY THOUSAND AND NOI100 DOLLARS ($50,000.00)or less,provided that the
amount authorized in Section 2 hereof may not be increased or decreased by more than twenty-five percent
25°o).
Section 4: This ordinance shall take effect immediately from and after its passage by the City
Council of the City of Baytown.
INTRODUCED, READ and PASSED by the affirmative vote of the City Council of the City of
Baytown this the 24"day of March,2022.
ATTEST: ep.YTOW,y
NDON CAPETILLO, ayor
C)e• e N
o
ANGEL ACKSON, City Cler
APPROVED AS TO FORM: Or
T EVOR FANNING, Interim City Attorney
R:1KarenAnderson\ORDINANCES'+)022'•2022.03.24 PSAwtthJohnstonLLC-TrafficBldgReconstructionProject.docx
EXHIBIT "A"
AGREEMENT FOR CONSULTING SERVICES
STATE OF TEXAS
COUNTY OF HARRIS
This Agreement (this "Agreement") entered into by and between Johnston LLC.(hereinafter
Consultant") and the City of Baytown, a home-rule municipality located in Harris and
Chambers Counties, Texas (the "City").
1. Scope of Services/Consultant Fees
This Agreement authorizes Consultant to perform Professional services for Traffic Control
Building (the "Work") for and on behalf of the City. The scope of the Work is detailed in
Exhibit "A." The compensation and professional fees for Consultant and its subconsultants is
more particularly described in Exhibit "B" and shall not exceed ONE HUNDRED THIRTY
ONE THOUSAND THIRTY TWO AND NOI100 DOLLARS ($131,032.00). The time
schedules for the Work are specified in Exhibit "C." Each of these Exhibits "A" through "C" are
incorporated into this Agreement by reference for all purposes.
2. Compensation and Professional Fees
a.The City shall pay Consultant in installments based upon monthly progress
reports and detailed invoices submitted by the Consultant based upon the
following:
1. Design Phase Services (Lump Sum)..................................................$23,959.00
2. Bid Phase Services (Hourly Not to Exceed)........................................$6,212.00
3. Construction Phase Services(Hourly Not to Exceed).......................$89,076.00
4. Additional Services (Lump Sum)..............................................................$0.00
These services require independent and specific advance,written authorization)
5. Reimbursable Expenses (Not to Exceed)...........................................$11,785.00
6. Total................................................................................................$131,032.00
b. For an agreed contract amount identified as "Lump Sum," "Not to Exceed" and
Reimbursable," Consultant shall not exceed the fixed contractual amount without
written authorization in the form of a Contract amendment.
C.Reimbursable Expenses, as shown in Exhibit "B" are itemized by work category.
Reimbursable Expenses shall be invoiced AT COST, without subsequent markup
by Consultant. All invoices containing a request for Reimbursable Expenses shall
include copies of the original expense receipts itemized per allowable category.
1) Allowable reimbursable Expenses include:
a) Hard copy reproductions, copies, and.,or binding costs;
b) Postage;
Agreement for Consulting Services,Page 1
c) Mileage, for travel from Consultant's local office (within a 25-mile
radius) to meetings the City or job-site. Mileage shall be charged
at the current IRS rates;
d) Travel Expenses, mileage from local office to State or federal
regulatory agency office beyond I00miles; and
e) Lodging expenses for destinations beyond 100 miles from
Consultant's local office AND when business hours exceed eight
hours within one business day OR when Consultant's services
require more than one eight-hour day at the destination; provided
such expenses has been approved in writing by the City.
2) Disallowed Expenses include travel expenses for professional expertise
traveling into the Greater Houston Area from Consultant's office outside
the Greater Houston Area.
d. Consultant shall invoice based upon total services actually completed during the
applicable month. Invoices and all required or requested backup information shall
be tendered no more often than once a month. Consultant shall not invoice the
City for services or expenses that were incurred more than sixty (60) days before
the date of the invoice. Failure to timely invoice the City for services or expenses
shall result in Consultant's invoice being denied.
e.In the event of a disputed or contested invoice, the City may withhold from
payment that portion so disputed or contested, and the undisputed portion will be
paid.
3. Personnel of Consultant
a.Consultant's Project Manager
Consultant shall designate Paula Gaviria. Associate AIA. LEED AP BD+C, to
serve as Project Manager for the Work performed under this Agreement. Any
change of Project Manager shall require thirty days' advance written approval
from the City's Representative.
b. Licensed and Registered Architects/Engineers
Consultant shall keep a full-time registered architects and/or engineers licensed in
the State of Texas on staff and assigned to the Work for the duration of its
performance of the Work.
C.Data on Consultant's Employees
Prior to commencement of the Work, Consultant shall forward to the City a
detailed resume of the personnel that will be assigned to the Work. Such
personnel shall include, but not be limited to, architects and/or engineers as
applicable.
Agreement for Professional Services,Page 2
d.Rejection of Consultant's Employees
The City reserves the right to approve or reject from the Work any employees of
Consultant.
4. Designation and Duties of the City's Representative
a. The City's Director of Public Works and Engineering or his designee shall act as
the City's Representative.
b. The City's Representative shall use his best efforts to provide nonconfidential City
records for Consultant's usage on the Work and to provide access to City's
property and easements. However, the City does not guarantee the accuracy or
correctness of the documents so provided. Notwithstanding the foregoing,
Professional shall be entitled to use and rely upon information provided by the
City in performing the services required under this Agreement only to the extent
and level specified by the City in writing for each document provided. Nothing
contained herein shall be construed to require the City to provide such records in
any certain format. The format in which the existing data and documentation will
be provided shall be at the sole discretion of the City.
5. Standards of Performance
a. Consultant shall perform all services under this Agreement with the care and skill
ordinarily used by members of Consultant's profession practicing under the same
or similar circumstances, time and locality. Opinion of probable cost shall be
based upon the consultant's experience and represent its best judgement as an
experienced and qualified professional. Each submittal of opinion of probable
cost shall be commensurate with the project design.
Consultant shall be responsible for the technical accuracy of its services and
documents resulting therefrom, and the City shall not be responsible for discovering
deficiencies therein. Consultant shall correct such deficiencies without additional
compensation.
b. Codes and Standards
1) All references to codes, standards, environmental regulations and/or
material specifications shall be to the latest revision, including all effective
supplements or addenda thereto, as of the date that the order for any
necessary equipment is made by the City or that the construction specified
is bid by the City.
2) If any such equipment is specially manufactured, it shall be identified to
the City, and the Contractor and the Seller shall present sufficient data to
the City to support the design and the suitability of the equipment.
Agreement for Professional Services,Page 3
3) All materials specified on any City project shall be in accordance with
City, ASTM, ACI, and AASHTO specifications, and with other recognized
standards. Proprietary material or other materials for which no generally
recognized standards exist may be used provided there has been at least
five years of proven experience in the field, and such satisfactory
documentation has been approved by the City's Representative.
4) The Work shall be designed and furnished in accordance with the most
current codes and/or standards adopted by city, state, or federal
government or in general custom and usage by the profession and shall
comply Texas Department of Licensing and Regulation's rules and
regulations, including the Texas Accessibility Standards.
5) The codes and standards used in the profession set forth minimum
requirements. These may be exceeded by the Contractor or Consultant if
superior methods are available for successful operation of equipment
and/or for the construction project on which the Work is performed. Any
alternative codes or regulations used shall have requirements that are
equivalent or better than those in the above listed codes and regulations.
Consultant shall state the alternative codes and regulations used.
6) Consultant agrees the services it provides as an experienced and qualified
architect/engineer will reflect the professional standards, procedures and
performances common in the industry for this project. Consultant further
agrees that any analysis, reports, preparation of drawings, the designation
or selection of materials and equipment, the selection and supervision of
personnel and the performance of other services under this contract will be
pursuant to the standard of performance common in the profession.
7) Consultant shall promptly correct any defective analysis caused by
Consultant at no cost to City. The City's approval, acceptance, use of or
payment for all or any part of Consultant's services hereunder or of the
Work itself shall in no way alter Consultant's obligations or the City's
rights under this Agreement. As applicable, Consultant shall provide the
City with record "as-built" drawings relating to the Work, in an electronic
format that is acceptable to the City. City shall be in receipt of record
drawings, if applicable, prior to final payment.
8) Consultant has no control over the cost of labor, materials, equipment or
services furnished by others, other than its subconsultants. Data
projections and estimates are based upon Consultant's opinion based on
experience and judgment. Consultant cannot and does not guarantee that
actual costs and/or quantities realized will vary from the data projections
and estimates prepared by Consultant.
Agreement for Professional Services,Page 4
9) Consultant shall submit all final construction documents in both hard copy
and electronic format. Plans shall be AutoCAD compatible and all other
documents shall be Microsoft Office compatible. The software versions
used shall be compatible to current City standards. Other support
documents for example structural calculations, drainage reports and
geotechnical reports, shall be submitted in hard copy only. All Record
Drawings electronic files shall be submitted to the City in PDF/TIF format.
6. Schedule
Consultant shall not proceed with the Work or any stage thereof until written notice to proceed is
provided by the City's Representative. Consultant's obligation to render services specified in
Exhibit B will be for the entire period necessary for the final completion of the construction of
the Work. If the Consultant contributes to any delay in the schedule, Consultant will have no
right to seek and shall not be entitled to any additional compensation.
7. Instruments of Service
Upon execution of this Agreement, Consultant grants to the City an ownership interest in the
Instruments of Service. Consultant shall obtain similar interests from the City and Consultant's
consultants consistent with this Agreement. As noted in Articles 5 & 11, Consultant shall be
required to tender to City all Instruments of Service. With such ownership interest, it is expressly
understood by the parties hereto that the City may use the Instruments of Service for any purposes
which the City sees fit, including, but not limited to, subsequent construction, reconstruction,
alteration, and/or repairs of the Project. As a condition to the City's use of the Instruments of
Service, the City hereby expressly agrees to remove Consultant's name and all references to
Consultant and its consultants from the Documents. Provided that this Agreement is not
terminated for cause by the City, the City shall release any and all claims which the City could
make arising out of or in connection with any reuse of the documents by the City.
8. Insurance
Consultant shall procure and maintain at its sole cost and expense for the duration of the
Agreement, insurance against claims for injuries to person or damages to property which may
arise from or in connection with the performance of the Work hereunder by Consultant, its
agents, representatives, volunteers, employees or subconsultants.
a. Consultant's insurance coverage shall be primary insurance with respect to the
City, its officials, employees and agents. Any insurance or self-insurance
maintained by the City, its officials, employees or agents shall be considered in
excess of Consultant's insurance and shall not contribute to it. Further, Consultant
shall include all subconsultants, agents and assigns as additional insureds under its
policy or shall furnish separate certificates and endorsements for each such person
or entity. All coverages for subconsultants and assigns shall be subject to all of
the requirements stated herein.
The following is a list of standard insurance policies along with their respective
minimum coverage amounts required in this Agreement:
Agreement for Professional Services,Page 5
1. Commercial General Liability
General Aggregate: $2,000,000
Products& Completed Operations Aggregate: $2,000,000
Personal & Advertising Injury: $1,000,000
Per Occurrence: $1,000,000
Fire Damage $500,000
Waiver of Subrogation required.
Coverage shall be broad form.
No coverage shall be deleted from standard policy without
notification of individual exclusions being attached for review and
acceptance.
2. Business Automobile Policy
Combined Single Limits: $1,000,000
Coverage for"Any Auto"
Waiver of Subrogation required.
3. Errors and Omissions
Limit: $1,000,000 for this project.
For all architects, engineers, and/or design companies
Claims-made form is acceptable
Coverage will be in force for one (1) year after completion of the
Project.
Waiver of Subrogation required.
4. Workers' Compensation
Statutory Limits
Employer's Liability $500,000
Waiver of Subrogation required.
b. The following shall be applicable to all policies of insurance required herein.
1. Insurance carrier for all liability policies must have an A.M. Best Rating
of A:VIII or better.
2. Only insurance carriers licensed and admitted to do business in the State
of Texas will be accepted.
3. Liability policies must be on occurrence form. Errors and Omissions can
be on claims-made form.
4. Each insurance policy shall be endorsed to state that coverage shall not be
suspended, voided, canceled or reduced in coverage or in limits except
after thirty (30) days' prior written notice by mail, return receipt
requested, has been given to the City.
Agreement for Professional Services,Page 6
5. The City, its officers, agents and employees are to be added as Additional
Insureds to all liability policies, with the exception of the Workers
Compensation and Errors and Omissions Policies required herein.
6. Upon request and without cost to the City, certified copies of all insurance
policies and/or certificates of insurance shall be furnished to the City.
7. Upon request and without cost to the City, loss runs (claims listing) of any
and/or all insurance coverages shall be furnished to the City.
8. All insurance required herein shall be secured and maintained in a
company or companies satisfactory to the City, and shall be carried in the
name of Consultant. Consultant shall provide copies of insurance policies
and endorsements required hereunder to the City on or before the
effective date of this Agreement.
9. Indemnification and Release
CONSULTANT AGREES TO AND SHALL INDEMNIFY AND
HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS,
AGENTS, AND EMPLOYEES (HEREINAFTER REFERRED TO AS
THE "CITY") FROM AND AGAINST ANY AND ALL CLAIMS,
LOSSES, DAMAGES, CAUSES OF ACTION, SUITS AND
LIABILITY OF EVERY KIND, INCLUDING ALL EXPENSES OF
LITIGATION, COURT COSTS, AND ATTORNEY'S FEES, FOR
INJURY TO OR DEATH OF ANY PERSON, FOR DAMAGE TO
ANY PROPERTY OR FOR ANY BREACH OF CONTRACT TO
THE EXTENT ARISING OUT OF OR IN CONNECTION WITH AN
ACT OF NEGLIGENCE, INTENTIONAL TORT, INTELLECTUAL
PROPERTY INFRINGEMENT, OR FAILURE TO PAY A
SUBCONTRACTOR OR SUPPLIER COMMITTED BY THE
PROFESSIONAL OR THE CONSULTANT'S AGENT,
CONSULTANT UNDER CONTRACT, OR ANOTHER ENTITY
OVER WHICH THE CONSULTANT EXERCISES CONTROL
COLLECTIVELY CONSULTANT'S PARTIES). IT IS THE
EXPRESSED INTENTION OF THE PARTIES HERETO, BOTH
CONSULTANT AND THE CITY, THAT THE INDEMNITY
PROVIDED FOR IN THIS PARAGRAPH IS INDEMNITY BY
CONSULTANT TO INDEMNIFY AND PROTECT THE CITY
FROM THE CONSEQUENCES OF CONSULTANT'S PARTIES'
OWN WILLFUL MISCONDUCT, JOINT OR SOLE NEGLIGENCE
AS WELL AS THE CONSULTANT'S PARTIES' INTENTIONAL
Agreement for Professional Services,Page 7
TORTS, INTELLECTUAL PROPERTY INFRINGEMENTS, AND
FAILURES TO MAKE PAYMENTS ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT. SUCH INDEMNITY
SHALL NOT APPLY, HOWEVER, TO LIABILITY ARISING FROM
THE PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE OF
PERSONS THAT IS CAUSED BY OR RESULTS FROM THE
NEGLIGENCE OF ANY PERSON OTHER THAN THE
CONSULTANT'S PARTIES. IN THE EVENT THAT ANY ACTION
OR PROCEEDING IS BROUGHT AGAINST THE CITY FROM
WHICH THE CITY IS INDEMNIFIED, CONSULTANT FURTHER
AGREES AND COVENANTS TO DEFEND THE ACTION OR
PROCEEDING BY LEGAL COUNSEL ACCEPTABLE TO THE
CITY. THE INDEMNITY PROVIDED HEREINABOVE SHALL
SURVIVE THE TERMINATION AND/OR EXPIRATION OF THIS
AGREEMENT.
By this Agreement, the City does not consent to litigation or suit, and the City
hereby expressly revokes any consent to litigation that it may have granted by the
terms of this Contract or any other contract or agreement, any charter, or
applicable state law. Nothing herein shall be construed so as to limit or waive the
City's sovereign immunity. Consultant assumes full responsibility for its services
performed hereunder and hereby releases, relinquishes and discharges the City, its
officers, agents, and employees from all claims, demands, and causes of action of
every kind and character, including the cost of defense thereof, for any injury to or
death of any person (whether they be either of the parties hereto, their employees,
or other third parties) and any loss of or damage to property (whether the property
be that of either of the parties hereto, their employees, or other third parties) that is
caused by or alleged to be caused by, arising out of, or in connection with
Consultant's services to be performed hereunder. This release shall apply with
respect to Consultant's services regardless of whether said claims, demands, and
causes of action are covered in whole or in part by insurance.
10. Subcontractors and Subconsultants
Consultant shall receive written approval of the City's Representative prior to the use of any
subcontractors or subconsultants. A copy of all proposed contracts with subconsultants and or
subcontractors shall be given to the City before execution of such contracts.
11. Termination of Consultant
The City, besides all other rights or remedies it may have, shall have the right to terminate this
Agreement without cause upon written notice from the City Manager to Consultant of the City's
election to do so. Furthermore, the City may immediately and without notice terminate this
Agreement if Consultant breaches this Agreement. A breach of this Agreement shall include, but
not be limited to, the following:
Agreement for Professional Services,Page 8
a) failing to pay insurance premiums, liens,claims or other charges;
b) failing to pay any payments due the city, state, or federal government from
Consultant or its principals, including, but not limited to, any taxes, fees,
assessments, liens, or any payments identified in this Agreement;
c) the institution of voluntary or involuntary bankruptcy proceeding against
Consultant;
d) the dissolution of Consultant;
e) refusing or failing to prosecute the Work or any separable part, with the
diligence that will ensure its completion within the time specified in this
Agreement;
f) failing to complete Work within the time period specified in this
Agreement; and/or
g) the violation of any provision of this Agreement.
Upon delivery of any notice of termination required herein, Consultant shall discontinue all
services in connection with the performance of the Agreement. Within ten (10) days after receipt
of the notice of termination, Consultant shall submit a final statement showing in detail the
services satisfactorily performed and accepted and all other appropriate documentation required
herein for payment of services. At the same time that the final statement is tendered to the City,
Consultant shall also tender to the City's Representative all of Consultant's instruments of
service, including all drawings, special provisions, field survey notes, reports, estimates, and any
and all other documents or work project generated by Consultant under this Agreement, whether
complete or not, in an acceptable form and format together with all unused materials supplied by
the City. No final payment will be made until all such instruments of service and materials
supplied are so tendered.
If this Agreement is terminated for cause, Consultant shall be liable for any damage to the City
resulting therefrom. This liability includes any increased costs incurred by the City in
completing Consultant's services. The rights and remedies of the City in this section are in
addition to any other rights and remedies provided by law or under this Agreement.
12. Records
Within ten days of the City's request and at no cost to the City, the City will be entitled to review
and receive a copy of all documents that indicate work on the Project that is subject to this
Agreement.
13. Supervision of Consultant
Consultant is an independent contractor and the City neither reserves nor possesses any right to
control the details of the Work performed by Consultant under the terms of this Agreement.
14. Billing
The City shall have thirty (30) days to pay Consultant's invoices from the date of receipt of such
invoices and necessary backup information. All invoices must identify with specificity the work
or services performed and the date(s) of such work or services. In the event of a disputed or
contested invoice, the parties understand and agree that the City may withhold the portion so
contested, but the undisputed portion will be paid. Consultant shall invoice the City for work
Agreement for Professional Services,Page 9
performed no more than once a month and may not invoice the City for work not performed.
Invoices shall be received by the City no later than sixty calendar (60) days from the date
Consultant and!or its subconsultants perform the services or incur the expense. Failure by
Consultant to comply with this requirement shall result in Consultant's invoice being denied and
the City being relieved from any liability for payment of the late invoice.
15. Indebtedness.
If Consultant, at any time during the term of this Agreement, incurs a debt, as the word is defined
in section 2-662 of the Code of Ordinances of the City of Baytown, it shall immediately notify
the City's Director of Finance in writing. If the City's Director of Finance becomes aware that
Consultant has incurred a debt, the City's Director of Finance shall immediately notify
Consultant in writing. If Consultant does not pay the debt within 30 days of either such
notification, the City's Director of Finance may deduct funds in an amount equal to the debt
from any payments owed to Consultant under this Agreement, and Consultant waives any
recourse therefor.
16. Verifications.
The Consultant makes the following verifications in accordance with Chapters 2271 and 2274 of
the Texas Government Code:
a. the Consultant does not boycott Israel and will not boycott Israel during the term of
the contract to be entered into with the City of Baytown;
b. the Consultant does not boycott energy companies and will not boycott energy
companies during the term of the contract to be entered into with the City of
Baytown; and
c. the Consultant does not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or firearm trade association and will not
discriminate during the term of the contract against a firearm entity or firearm trade
association.
17. Reputation in the Community
Consultant shall retain a high reputation in the community for providing professional
architectural/engineering services. Consultant shall forward a copy of any current petition or
complaint in any court of law which (a) asserts a claim for $50,000 or more for errors or
omissions in providing architectural'engineering services and/or(b) seeks to deny Consultant the
right to practice architecture/engineering or to perform any other services in the state of Texas.
18. Payroll and Basic Records
a. Consultant shall maintain payrolls and basic payroll records during the course of
the work performed under this Agreement and shall preserve them for a period of
three years from the completion of the work called for under this Agreement for
all personnel working on such work. Such records shall contain the name and
address of each such employee, social security number, correct classification,
hourly rates of wages paid, daily and weekly number of hours worked, deductions
made and actual wages paid.
Agreement for Professional Services,Page 10
b. Consultant shall make the records required to be maintained under the preceding
subsection (a) of this section available at no cost to the City for inspection,
copying or transcription or its authorized representatives within fifteen days of the
City's request therefor. Consultant shall permit such representatives to interview
Consultant's employees during working hours on the job.
19. Governing Law
This Agreement has been made under and shall be governed by the laws of the state of Texas.
The parties further agree that performance and all matters related thereto shall be in Harris
County, Texas.
20. Notices
Unless otherwise provided in this Agreement, any notice provided for or permitted to be given
must be in writing and delivered in person or by depositing same in the United States mail,
postpaid and registered or certified, and addressed to the party to be notified, with return receipt
requested, or by delivering the same to an officer of such party. Notice deposited in the mail as
described above shall be conclusively deemed to be effective, unless otherwise stated in this
Agreement, from and after the expiration of three (3) days after it is so deposited.
For the purpose of notice, the addresses of the parties shall be as follows unless properly changed
as provided for herein below:
For the City:
CITY OF BAYTOWN
Attn: City Manager
P. O. Box 424
Baytown, Texas 77522-0424
For Consultant:
Johnston LLC.
2603 Augusta Drive
Ste. 1500
Houston, TX 77057
Each party shall have the right from time to time at any time to change its respective
address and each shall have the right to specify a new address, provided that at least fifteen (15)
days'written notice is given of such new address to the other party.
21. No Third-Party Beneficiary
This Agreement shall not bestow any rights upon any third party, but rather, shall bind and
benefit Consultant and the City only. No person or entity not a signatory to this Agreement shall
be entitled to rely on Professional's performance of its services hereunder, and no right to assert a
claim against Professional by assignment of indemnity rights or otherwise shall accrue to a third
party as a result of this Agreement or the performance of Professional's services hereunder.
Agreement for Professional Services,Page 11
22. No Right to Arbitration
Notwithstanding anything to the contrary contained in this Agreement, the City and Consultant
hereby agree that no claim or dispute between the City and Consultant arising out of or relating
to this Agreement shall be decided by any arbitration proceeding including, without limitation,
any proceeding under the Federal Arbitration Act (9 U.S.C. Sections 1-14), or any applicable
State arbitration statute, including, but not limited to, the Texas General Arbitration Act,
provided that in the event that the City is subjected to an arbitration proceeding notwithstanding
this provision, Consultant consents to be joined in the arbitration proceeding if Consultant's
presence is required or requested by the City of complete relief to be recorded in the arbitration
proceeding.
23. Waiver
No waiver by either party to this Agreement of any term or condition of this Agreement shall be
deemed or construed to be a waiver of any other term or condition or subsequent waiver of the
same term or condition.
24. Complete Agreement
This Agreement represents the entire and integrated agreement between the City and Consultant
in regard to the subject matter hereof and supersedes all prior negotiations, representations or
agreements, either whether written or oral, on the subject matter hereof. This Agreement may
only be amended by written instrument approved and executed by both of the parties. The City
and Consultant accept and agree to these terms.
25. No Assignment
Consultant may not sell or assign all or part interest in this Agreement to another party or parties
without the prior express written approval of the City Manager of such sale or assignment. The
City may require any records or financial statements necessary in its opinion to ensure such sale
or assignment will be in the best interest of the City.
26. Headings
The headings used in this Agreement are for general reference only and do not have special
significance.
27. Severability
All parties agree that should any provision of this Agreement be determined to be invalid or
unenforceable, such determination shall not affect any other term of this Agreement, which shall
continue in full force and effect.
28. Ambiguities
In the event of any ambiguity in any of the terms of this Agreement, it shall not be construed for
or against any party hereto on the basis that such party did or did not author the same.
29. Authority
The officers executing this Agreement on behalf of the parties hereby represent that such officers
have full authority to execute this Agreement and to bind the party heishe represents.
Agreement for Professional Services,Page 12
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiple
copies, each of which shall be deemed to be an original, but all of which shall constitute but one
and the same Agreement on the day of 120 , the date of execution by the City
Manager of the City of Baytown.
CITY OF BAYTOWN
RICHARD L. DAVIS,City Manager
ATTEST:
ANGELA JACKSON,City Clerk
APPROVED AS TO FORM:
TREVOR FANNING, Interim City Attorney
CONSULTANT:
Johnstonn,,LLC.
Compan ame)
Signa re)
Printe Name)
r"c 1 -e 't-
Title)
STATE OF TEXAS
COUNTY OF RABBIS §
Y PP
0 rBeforeonth' da rsonall a eare to his/herY_P _
capacity as of n alf of such
known to me;
Agreement for Professional Services,Page 13
proved to me on the oath of or
proved to me through his/her current LU
description of identification card or other document issued by the federal
government or any state government that contains the photograph and signature of
the acknowledging person)
check one)
to be the person whose name is subscribed to the foregoing instrument and acknowledged to me
that he/she executed the same for the purposes and consideration theerrin expressed.
SUBSCRIBED AND SWORN before me this 14 day of 2022
OU't"„"O KRISTINA MARIE MORELAND
Notary Public,State of Texas
v= Comm. Expires 04.08 2025 tary Public in and for the State of Texas
R:\Karen fiomerlDocu 1 410 'fforms 2021\COB Agreement doc
Alzreement for Professional Services.Page 14
EXHIBIT "A"
Scope of Work
PROJECT INFORMATION
The City of Baytown intends to demolish and replace the existing Traffic Control Building. The intent from the
Client is to re-use the existing building slab and construct a new metal building with an open concept plan to be
used as a sign shop. The building will house large format printers, Director's office, workroom for 6 to 8
technicians, storage space and a small break room with a kitchenette and bathrooms for male and female. The
primary use will be administrative and workshop with no access to public.A total of 10 to 13 people is estimated
to occupy the building. In addition, coordination will be required for routing of the existing fiber on the site, to not
disrupt the operations of any of the buildings. The fiber runs across the street,thru the railroad tracks and existing
drainage.Additional coordination with civil and technology will be required.
Based on the previously completed assessment, the building is 2,400 SF. Existing drawings were not available at
that time.
Consultant's scope for the project is to provide:
Complete design services for the defined scope of work as noted above, in compliance with the
authorities having jurisdiction (AHJ) requirements.
BASIC SERVICES
The services are divided in four phases:
1. Schematic Design/Design Development
2. Construction Documents
3. Bid and Permit
4. Construction Administration—Building exterior
The following professional services will be provided:
Project Management
Planning/Architecture
Civil Engineering
Life Safety/Egress
Structural Engineering
Mechanical Engineering
Electrical Engineering
Plumbing Engineering
Fire Protection
IT, Phone System, and other low voltage system design
Geotechnical
Project Boundary Survey
1. SCHEMATIC DESIGN/DESIGN DEVELOPMENT
1.1 Task One—Facility Meetings with City Staff
Consultant will meet with City of Baytown (3 meetings)to discuss the goals and objectives of the design and to
capture the information required to develop the interior build-out design. In a second meeting, the design will be
presented for review and comment, followed by the development of architectural, space planning and MEP
portion of a combined Schematic Design/Design development package. We will utilize information provided by the
Client for any specialty equipment to develop electrical location plans, based on furniture and equipment
locations. We will develop reflected ceiling plans, building elevations and sections and determine material
selections.
Items needed:
1. Program requirements
2. Specialty equipment list
3. Facility Standards for all infrastructure/utilities(MEP, Controls, IT/Telecom, Security, current
electrical information)
4. Interior standards
5. Geotech report
Deliverables:
6. Meeting Minutes
1.2 Task Two—Proiect set-up and Design (60%)
Based on the information provided by the Client, and upon receipt of a Notice to Proceed, Consultant will procced
with the project set up with the creation of the minimum required backgrounds,from existing CAD drawings.
Items needed:
1. Existing documents (drawings/photos/specs/lists/calculations)
Deliverables:
7. Meeting Minutes
8. Prepare and submit 1 digital(PDF)set of Design Development Documents including Detailed
Specifications, Cost Estimate/Opinion of Probable Construction Cost and schedule to the City
staff for review and approval. Components to include:
a. site plans, paving layouts,traffic circulation, lighting, signage and utilities
b. floor plans, Structural, Civil, Architectural, Storm Water Pollution Prevention Plan
SWPPP), MEP, Fire Protection and landscaping
c. exterior elevations, rendering and color palette
d. building sections and details
e. interior elevations, casework and millwork elevations
f. drainage study and calculations
g. report addressing all City's Design Criteria and Code requirements
9. Life safety plan at 1/16"scale
10. DD floor, ceiling and equipment plans at 1/8"scale
2
11. Floor plans of key areas at 1/4"scale
12. MEP/T floor plans
13. Respond in writing to all City comments on plans
1.3 Task Three—Site Verification
Consultant will proceed with site verification (one(1)site visit)of the existing building to verify existing conditions
and document any existing modifications in the existing backgrounds,from existing PDF's, provided by the Client.
The design team will walk with a City representative,who is knowledgeable of the building and site to provide
access during the site visit. Geotechnical review will be conducted at this time, providing two-20-foot borings
outside of the building and two—10 foot-borings inside the building prior to demolition.
Items needed:
1. Existing documents (drawings/photos/specs/lists/calculations)
Deliverables:
1. Meeting Minutes
2. Geotechnical Report
1.4 Task Four—Railroad coordination for fiber rerouting
Once receipt of a complete survey, Consultant, along with the Civil Engineer will provide coordination support with
the railroad commission for rerouting of the existing fiber.
Items needed:
1. Survey (topographic—boundary and limited scope)
Deliverables:
1. Meeting Minutes
2. CONSTRUCTION DOCUMENTATION
2.1 Task One—Prepare Construction Documents(90%)
Based on the approved Design Development drawings, Consultant will prepare 90% completion documents for
review with the design team that consist of the following: Life Safety Plans, floor plans, fiber routing and
connectivity; exterior and interior elevations, building sections, partition types, ceiling types, door and hardware
types; project details and component schedule; electrical outlet locations; lighting systems; mechanical and
plumbing plans, schedules and details, elevation drawings illustrating special area treatments and feature
designs; and refinements to previously presented recommendations for interior finish selections.
Items needed:
1. Approval of design (sign-off)
2. Final equipment information
3
Deliverables:
1. Prepare complete Construction Documents and Specifications and submit three(3)sets to City
staff for Code and general review and approval.
2. Attend follow up meetings with Fire Marshall, City Engineer, Planning and Chief Building Official
CBO).
a. Obtain approval and signature of plans.
3. Complete Platting and record Plat.
4. Complete final coordination with private utilities and service providers.
5. Prepare and submit 1 digital complete set of Construction Documents, including 90%written
responses, Specifications and Architect's Cost Estimate/Opinion of Probable Construction Cost
and schedule for review and approval (100% plan review)
a. Coordinate submittal for formal Permit approval
6. Submit plans to Texas Department of Licensing and Regulation (TDLR) or Registered
Accessibility Specialist(RAS)for accessibility review.
7. Correct plans to reflect issues noted by Review for Permit.
8. Acquire approval/signature of City Engineer and CBO
2.2 Task Two—Attend Follow-up meetings with City Staff
Based on the 90% Construction documents, Consultant will conduct a page turn meeting with the Client to review
the documents and receive any comments to be addressed for the Final construction documents.
Items needed:
1. Client review/comments
2.3 Task Three—Complete Construction Documents (100%)
Based on the review of the 90% Construction documents, Consultant will refine and prepare the final construction
documents with the design team that consist of the following: Life Safety Plans,floor plans, exterior and interior
elevations, building sections, partition types, ceiling types, door and hardware types; project details and
component schedule; electrical outlet locations; lighting systems; mechanical and plumbing plans, schedules and
details, elevation drawings illustrating special area treatments and feature designs; and refinements to previously
presented recommendations for interior finish selections.
Deliverables:
1. Construction Drawings
2. Specifications
3. BID/PERMIT PHASE
3.1 Task One—Respond in Writing to Bidder Questions
Consultant will transmit drawings electronically to the General Contractor for their use in obtaining pricing from
subcontractors. We anticipate Consultant will be included in the evaluation process. Consultant will be available to
4
answer questions during the bidding process and prepare addendum as required, if needed.
3.2 Task Two—Submission to Permit(City and TDLR)
Consultant shall assist in connection with the client's responsibility for filing documents required for the approval
of governmental(AHJ). The General Contractor is responsible for submitting plans to the AHJ(s)for permit.
Johnson will submit the plans to TDLR.
3.3 Task Three—Respond to Permit Comments
Consultant will provide responses to any permit comments during the permitting process.Any permit revisions
required during construction will be submitted by the General Contractor to the AHJ.
4. CONSTRUCTION ADMINISTRATION PHASE
4.1 Task One—Pre-Construction Meeting
1. Facilitate Pre-Construction meeting and conduct regular weekly construction progress meetings.
4.2 Task Two—Provide Construction Administration
Consultant shall provide administration of the Contract for Construction for the building exterior. Consultant shall
participate in the CA kick-off meeting, interim site reviews, as required, final AHJ review, the TDLR-TAS review
and final punch list walk through.
Consultant's responsibility to provide Construction Administration Services under this Agreement commences with
the award of the Contract for Construction and terminates when the final Certificate for Payment is issued to the
client or 30 days after the date of Substantial Completion of the Work.
Deliverables:
1. Review, log and approve submittals, shop drawings, Request for Information etc.
2. Review Construction Materials Testing reports.
3. Review and approve applications for payment.
4. Coordinate with Construction Manager or Project Manager on all Request for Change Proposals,
Change Orders, etc. including maintaining a log of all such documents.
5. Provide direction for questions and concerns from the contractor and Construction/Project
Manager in resolution of problems.
4.3 Task Three—Field Services
We anticipate construction services will require 6 bi-weekly OAC meeting(s)and 6 site observation visit(s)to
coincide with OAC meetings for the duration of construction per approved project schedule to observe the
progress and quality of the work completed and determine if the work is being performed in a manner indicating
5
that the work,when completed, will be in accordance with the Contract Documents and applicable regulations.
Based on on-site observations, Consultant shall keep the client informed of the progress and quality of the work
and shall endeavor to guard the client against defects and deficiencies.
Deliverables:
1. Site visit/observation reports
4.4 Task Four—Conduct Substantial Completion Inspection
Consultant will conduct a final punch list walkthrough at completion of the project,to verify that the work when
completed, is in accordance with the Contract Documents and applicable regulations.
Deliverables:
1. Punch list of defective or incomplete items, per substantial completion
5. PROJECT CLOSE OUT
Based on as-built documents provided by the contractor, and information recorded during construction,
Consultant will provide a final set of record documents (drawings and specifications), in PDF format. Consultant
will review the close out documents provided by the contractor and verify compliance for distribution to the Client.
Deliverables:
1. Provide Warranty Administration Services during the entire Warranty Period.Architect to issue
Warranty Reports and review items after the Contractor has notified the City that these items are
complete.
2. Provide support services as needed during the project close out process.
3. Obtain and review close out submittal from the contractor for completeness before transmitting to
the City which include but are not limited to:
a. Contractor's red lines and as-built notes
b. Warranty information
c. Material Safety Data Sheet (MSDS)
d. Operating Manuals
e. Start up and testing reports
f. Building commissioner report
g. As-Built record drawings (in hard copy and digital format)
4. Issue Final Completion and Acceptance letter to the City recommending acceptance.
6
EXHISIT181
Laval of Etfort
CITY OF Baytown,TX
PROJECT:Traffic Building Dome and Replacement
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