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Item 9B - Agreement dated 4-16-2024 Page 1 AGREEMENT FOR ENGINEERING SERVICES THIS AGREEMENT is made this _____ day of ____________, 2024 by and between the City of Southlake, Texas (hereinafter referred to as “CITY”), and Baird, Hampton & Brown, Inc. (hereinafter referred to as “ENGINEER”). WHEREAS, CITY contemplates the need for construction administration services for the proposed Southlake Sport Field Improvement Projects at Bob Jones and Bicentennial Parks, hereinafter referred to as the “Project”. WHEREAS, ENGINEER is qualified, able, and desirous of performing the necessary engineering work upon which the Project is based and is willing and able to work with CITY staff to organize and coordinate the professional services necessary to complete the Project. NOW, THEREFORE, CITY engages ENGINEER to perform, and ENGINEER agrees to perform, the engineering work for the Project, as more fully described herein below, and CITY agrees to pay as compensation, and ENGINEER agrees to accept as compensation, the payments on the dates and in the amounts herein specified, all in accordance with the terms more fully set out below and as provided in Attachment A which is attached hereto and incorporated by reference as if fully set forth herein. I. ARTICLE ENGINEERING SERVICES A. Scope of Work ENGINEER will provide the supervision, direction, personnel, and equipment to perform the engineering Services outlined in Attachments A thru C, in accordance with the terms set forth in this Agreement. B. Definitions Services refer to the professional services performed by ENGINEER pursuant to this Agreement. C. Changes CITY, without invalidating the Agreement, may order changes within the general scope of the work required by the Agreement by altering, adding to and/or deducting from the work to be performed. If any change causes an increase or decrease in ENGINEER’s cost of, or the time required for, the performance of any part of the Services under the Agreement, an equitable adjustment will be made by mutual agreement and this Agreement shall be modified in writing accordingly. Page 2 D. Coordination with Owner The CITY shall make available to ENGINEER for use in performing Services hereunder all existing plans, maps, field notes, statistics, computations, and other data in the CITY’s possession relative to existing facilities and to the Project. E. Site and Local Conditions ENGINEER has the right to examine the site in order to become acquainted with local conditions and accepts conditions at the site unless otherwise noted in writing to the CITY. Any coordination or scheduling of work by CITY shall not relieve ENGINEER from its responsibilities specified hereunder. Necessary arrangement for access to any site by ENGINEER’s employees will be made with CITY. F. Assignment and Subcontractors/Third Party Rights The rights and obligations covered herein are personal to each party hereto and not to any third party and for this reason neither this Agreement nor any contract hereunder shall be assigned by either party in whole or in part; nor shall ENGINEER subcontract any of its obligations under this Agreement without the prior written consent of CITY. G. Independent Contractor ENGINEER covenants and agrees that it will perform the work hereunder as an independent contractor, and not as an officer, agent, servant, or employee of CITY; that ENGINEER shall have exclusive control of and exclusive right to control the details of the work performed hereunder, and all persons performing same, and shall be solely responsible for the acts and omissions of its officers, agents, employees, contractors, subcontractors, and consultants; that the doctrine of respondent superior shall not apply as between CITY and ENGINEER, its officers, agents, employees, contractors, subcontractors, and consultants, and nothing herein shall be construed as creating a partnership or joint enterprise between CITY and ENGINEER. H. Disclosure By signature of this contract, ENGINEER warrants to CITY that it has made full disclosure in writing of any existing conflicts of interest or potential conflicts of interest, including personal financial interests, direct or indirect, in property abutting the proposed Project and business relations with abutting property owners. ENGINEER further warrants that it will make disclosure in writing of any conflicts of interest that develop subsequent to the signing of this contract and prior to final payment under the contract. Finally, Engineer warrants that it has submitted to the City a completed Conflicts of Interest Questionnaire as required by Chapter 176 of the Texas Local Government Code. Page 3 I. Approval by CITY Approval by CITY of this Agreement shall not constitute or be deemed to be a release of the responsibility and liability of ENGINEER, its officers, agents, employees, and subcontractors for the accuracy and competency of the Services performed under this Agreement, including but not limited to surveys, designs, working drawings and specifications and other engineering documents. Such approval shall not be deemed to be a waiver or an assumption of such responsibility and liability by CITY for any negligent act, error, or omission in the performance of ENGINEER’s professional services or in the conduct or preparation of the subsurface investigations, surveys, designs, working drawings and specifications or other engineering documents by ENGINEER, its officers, agents, employees and subcontractors, it being the intent of the parties that approval by CITY signifies the CITY’s approval of only the general design concept of the Improvements to be constructed. J. Indemnification ENGINEER SHALL AND DOES HEREBY AGREE TO INDEMNIFY AND HOLD HARMLESS CITY, ITS OFFICERS, AGENTS, AND EMPLOYEES FROM ANY AND ALL DAMAGES, LOSS OR LIABILITY OF ANY KIND WHATSOEVER, BY REASON OF DEATH OR INJURY TO PROPERTY OR PERSON CAUSED BY ANY OMISSION OR NEGLIGENT ACT OF ENGINEER, ITS OFFICERS, AGENTS, EMPLOYEES, INVITEES, OR OTHER PERSONS FOR WHOM IT IS LEGALLY LIABLE, WITH REGARD TO THE PERFORMANCE OF THIS CONTRACT, AND ENGINEER WILL, AT ITS COST AND EXPENSE, DEFEND, PAY ON BEHALF OF, AND PROTECT CITY AND ITS OFFICERS, AGENTS, AND EMPLOYEES AGAINST ANY AND ALL SUCH CLAIMS AND DEMANDS. THE PROVISIONS OF THIS SECTION ARE SUBJECT TO THE LIMITATIONS OF TEXAS LOCAL GOVERNMENT CODE SECTION 271.904 AND SHALL BE CONSTRUED TO THAT EFFECT. K. No Third Party Beneficiary For purposes of this Agreement, including its intended operation and effect, the parties specifically agree and contract that: (1) this Agreement only affects matters/disputes between the parties to this Agreement, and is in no way intended by the parties to benefit or otherwise affect any third person or entity (except the indemnitees identified or described in Article I, Section J., above), notwithstanding the fact that such third person or entities may be in a contractual relationship with CITY and ENGI NEER, or both; and (2) the terms of this Agreement are not intended to release, either by contract or operation of law, any third person or entity from obligations they owe to either CITY or ENGINEER. L. Successors and Assigns CITY and ENGINEER each bind themselves and their successors, executors, administrators and assigns to the other party to this Agreement and to the successors, Page 4 executors, administrators and assigns of such other party with respect to all covenants of this Agreement. Neither CITY nor ENGINEER shall assign or transfer its interest in this Agreement without prior written consent of the other. II. ARTICLE CITY’S RESPONSIBILITIES CITY will: 1. Provide full information as to CITY’s requirements for the Project; 2. Assist ENGINEER by placing at ENGINEER’s disposal all information in CITY’s control or knowledge which is pertinent to the Project, including executed right-of-way easements and final field survey data; 3. Examine all work presented by ENGINEER and respond within reasonable time and in writing to the material submitted by ENGINEER; 4. Pay all costs incident to advertising for obtaining bids or proposals from Contractors; 5. Give prompt written notice to ENGINEER whenever CITY observes or otherwise becomes aware of any defect in ENGINEER’s work or in Contractor’s work; 6. Designate in writing a person to act as its representative with respect to this Agreement, such person having complete authority to transmit instructions, receive information, and make or interpret the CITY’s decisions; 7. Provide all information and criteria as to the CITY’s requirements, objectives, and expectations for the Project including all numerical criteria that are to be met and all standards of development, design, or construction. 8. Provide to the ENGINEER all previous studies, plans, or other documents pertaining to the Project and all new data reasonably necessary in the ENGINEER’s opinion, such as site survey and engineering data, environmental impact assessments or statements, zoning or other land use regulations, etc., upon all of which the ENGINEER may rely; and 9. Arrange for access to the site and other private or public property as required for the ENGINEER to provide its services. 10. Provide any other information or assistance as outlined in Attachment B hereto. Page 5 III. ARTICLE COMPENSATION FOR ENGINEERING SERVICES The CITY shall compensate ENGINEER for services rendered under this Agreement, in accordance with the following: For the completion of the work contemplated in Article I, the ENGINEER shall be paid on a lump sum basis in the amount of $10,770.00 for Basic Services, plus $9,230.00 for Special Services (as outlined in Attachment B) with a total not to exceed cost ceiling of $20,000.00 as billed monthly by ENGINEER. IV. ARTICLE TIMES OF BILLING AND PAYMENT The ENGINEER shall bill CITY monthly for any services and expenses incurred in accordance with the work performed subject to the limits set out in Article III. Payment shall be due within thirty (30) days of receipt by CITY of a properly prepared and correct invoice from ENGINEER. ENGINEER’s invoices shall be accompanied by such records or other written proof as CITY deems necessary to verify the billings. Invoices shall be made to City Finance Department’s office at 1400 Main Street, Suite 440, Southlake, Texas 76092. If CITY fails to make payment due ENGINEER within thirty (30) days of the day when payment for services and expenses is due under the terms of this Agreement, ENGINEER shall be entitled to interest on such unpaid sums at the rate provided in Chapter 2251 of the Texas Government Code. V. ARTICLE ADDITIONAL ENGINEERING SERVICES In addition to performing the engineering services set out in Article I, hereof, ENGINEER agrees to perform additional services as requested by CITY from time to time and CITY agrees to compensate ENGINEER for such services in accordance with ENGINEER’s standard hourly fee and expenses (see Attachment B) for actual time expended and actual out-of-pocket sums expended, such services to be one or more of the following: 1. Make or prepare detailed description of sites, maps, or drawings related thereto and outside the scope of the Project; 2. Appearances before courts or boards on matters of litigation or hearings related to the Project; 3. Preparation of environmental impact assessments or statements for any Page 6 governmental agency; 4. Miscellaneous engineering work for CITY not related to the Project; 5. To provide resident project construction inspection, unless such inspection is not required, in writing, by the CITY; 6. Other services agreed to by the parties in writing and incorporated herein. VI. ARTICLE STANDARD OF CARE In performing its professional services, the ENGINEER will use that degree of care and skill ordinarily exercised, under similar circumstances, by reputable members of its profession in the same locality at the time the services are provided and in accordance with any applicable governmental laws, regulations and ordinances. VII. ARTICLE PERIOD OF SERVICE This Agreement shall be effective upon execution by CITY and ENGINEER, and shall remain in force until work is completed on the Project or until terminated under the provisions hereinafter provided in Article VIII. VIII. ARTICLE TERMINATION The CITY may terminate this Agreement at any time for convenience , with or without cause by giving written notice to the ENGINEER. Such termination may be made effective on such future date as agreed by the parties, but absent such agreement shall be immediate. Upon receipt of such notice the ENGINEER shall immediately discontinue all services and work and the placing of all orders or the entering into contracts for supplies, assistance, facilities, and materials in connection with the performance of this Agreement and shall proceed to cancel promptly all existing contracts insofar as they are chargeable to this Agreement. The ENGINEER, upon termination, shall be paid for all services rendered through the date of termination together with any additional reimbursable expense then due. Page 7 IX. ARTICLE OWNERSHIP OF DOCUMENTS 1. All completed or partially completed reports prepared under this Agreement, including the original drawings in both paper and electronic formats, shall become the property of CITY if this Agreement is terminated. Upon completion and payment of the contract, the final design, drawings, specifications and documents in both paper and electronic formats shall be owned by CITY. 2. Reuse, change or alteration by CITY or others acting by or on behalf of CITY of such documents without the permission of ENGINEER shall be at CITY’s sole risk. X. ARTICLE INSURANCE ENGINEER shall carry and maintain at all times relevant hereto, at ENGINEER’s expense, insurance of the type and of minimum coverage limits as follows: 1. Workers Compensation - Statutory Employer’s Liability - Limits as required by the State of Texas. 2. Comprehensive General Liability, Bodily Injury and Property Damage including contractual liability in a combined single limit - $500,000 per occurrence. 3. Comprehensive Automotive Liability, Bodily Injury and Property Damage in a combined single limit - $1,000,000 per accident. Certificates of insurance for the above coverage in a form acceptable to CITY, evidencing the coverage required above, shall be provided to CITY within ten (10) business days after execution of this Agreement and prior to issuing Notice to Proceed. Such certificates shall provide that the insurer will give CITY not less than ten (10) days notice of any material changes in or cancellation of coverage. In the event any subcontractor of ENGINEER, with or without CITY’s consent, provides or renders services under this Agreement, ENGINEER shall ensure that the subcontractor’s services are covered by the same insurance limits as set forth above. ENGINEER shall not commence work under this Agreement until it has obtained Professional Liability (Errors and Omissions) Insurance as required hereunder and such insurance coverage has been approved by CITY. Such insurance shall be in the minimum amount of $1,000,000 and shall include coverage of Contractually Assumed Liability. The insurance coverage prescribed herein shall be maintained until one (1) year after CITY’s acceptance of the construction project and shall not be canceled without prior writt en notice to CITY. In this connection, upon the signing and return of this Agreement by Page 8 ENGINEER, a Certificate of Insurance shall be furnished to CITY as evidence that the insurance coverage required herein has been obtained by ENGINEER, and such certificate shall contain the provision that such insurance shall not be cancelled or modified without thirty (30) days prior written notice to CITY. ENGINEER shall notify CITY within ten (10) days of any modification or alteration in such Professional Liability (Errors and Omissions) Insurance. XI. ARTICLE AUTHORIZATION, PROGRESS AND COMPLETION CITY and ENGINEER agree that the Project is planned to be completed by March 2024. ENGINEER shall employ manpower and other resources, and use professional skill and diligence to meet the schedule; however, ENGINEER shall not be responsible for schedule delays resulting from conditions beyond its control. By mutual agreement, CITY and ENGINEER may modify the Project schedule during the cour se of the Project and if such modifications affect ENGINEER’s compensation, it shall be modified accordingly, subject to CITY’s approval. It is understood that this Agreement contemplates full and complete engineering services for this Project, including any and all Services necessary to complete the work. For additional Engineering Services, the authorization by CITY shall be in writing and shall include the definition of the services to be provided, the schedule for commencing and completing the services, and the basis for compensation as agreed upon by CITY and ENGINEER. Page 9 XII. ARTICLE NOTICE Any notice required under this Agreement will be in writing and given either personally, by registered or certified mail, return receipt requested, or by a nationally recognized overnight courier service, addressed to the parties as follows: If to CITY: Shana Yelverton City Manager City of Southlake 1400 Main Street, Suite 460 Southlake, Texas 76092 Phone: 817-748-8400 Fax: 817-748-8010 If to ENGINEER: Austin Baird, PE Principal, Sr. Civil Engineer Baird, Hampton & Brown 3801 William D Tate, Suite 500 Grapevine, Texas 76051 Phone: (817) 251-8550 Fax: (817) 251-8810 All notice shall be effective upon the date of receipt. XIII. ARTICLE SEVERABILITY In the event that any provision of this Agreement shall be found to be void or unenforceable, such finding shall not be construed to render any other provisions of this Agreement either void or unenforceable. All provisions, which are void or unenforceab le, shall not substantially affect the rights or obligations granted to or undertaken by either party. XIV.ARTICLE VENUE-LAW Venue of any suit or cause of action under this Agreement shall lie exclusively in Tarrant County, Texas. This Agreement shall be construed in accordance with the laws of the State of Texas. IN WITNESS WHEREOF the parties have caused this Agreement to be executed in two equal originals on the date and year first above mentioned. Page 10 CITY OF SOUTHLAKE: By: _________________________________ Shana Yelverton, City Manager ATTEST: By: _________________________________ City Secretary ENGINEERING SERVICES FOR THE CITY OF SOUTHLAKE BY BAIRD, HAMPTON & BROWN, INC. Southlake Sport Field Improvements Construction Administration (February 2024) Page 3 of 9 ATTACHMENT A - CONTINUED SPECIAL SERVICES for AMENDMENT to SOUTHLAKE SPORT FIELD IMPROVEMENTS To PROVIDE CONSTRUCTION ADMINISTRATION SERVICES City of Southlake The scope of work for SPECIAL Engineering Services is generally described as follows: I. CONSTRUCTION ADMINISTRATION SERVICES – Hourly Efforts A. RFIs Responses to up to four (4) RFIs are included in this scope of work and will be billed hourly. B. Site Visits Up to seven (7) site visits are included in this scope of work and will be billed hourly. ENGINEERING SERVICES FOR THE CITY OF SOUTHLAKE BY BAIRD, HAMPTON & BROWN, INC. Southlake Sport Field Improvements Construction Administration (February 2024) Page 4 of 9 ATTACHMENT A - CONTINUED HOURLY AND/OR ADDITIONAL ENGINEERING SERVICES for AMENDMENT to SOUTHLAKE SPORT FIELD IMPROVEMENTS To PROVIDE CONSTRUCTION ADMINISTRATION SERVICES City of Southlake I. ADDITIONAL Engineering Services not included in the scope of work are formal Contract Documents, including coordinating their execution by the respective parties. II. ADDITIONAL Engineering Services not included in the scope of work include those services that may result from significant changes in the general scope, extent or character of the PROJECT or its design including, but not limited to, changes in size, complexity, CITY's schedule, character of construction or method of financing; and revising previously accepted studies, reports, design documents or Contract Documents when such revisions are required by changes in laws, rules, regulations, ordinances, codes or orders enacted subsequent to the preparation of such studies, reports or documents, or are due to any other causes beyond ENGINEER's control. III. ADDITIONAL Engineering Services not included in the scope of work also include assistance to the CITY in connection with bid protests, rebidding or renegotiating contracts for construction, materials, equipment or service, or preparing to serve or serving as a consultant or witness for CITY in any litigation, arbitration or other legal proceeding involving the PROJECT. IV. ADDITIONAL Engineering Services not included in the scope of work also include preparing Record Drawings to reflect available information as to how the work was constructed. V. HOURLY and/or ADDITIONAL Engineering services in connection with the PROJECT and described above, and including services which are to be furnished on an hourly basis or by the CITY, and services not otherwise provided for in this Agreement, will be provided at the following rates: ENGINEERING & LANDSCAPE ARCHITECTURE LAND SURVEYING SERVICES Engineering & Management, Principal/VP $ 295.00 /hr Surveying & Management, Principal/VP $ 295.00 /hr Project Management $ 195.00 /hr Surveying Services, Senior RPLS $ 195.00 /hr Engineering Services, Senior PE $ 195.00 /hr Surveying Services, RPLS $ 150.00 /hr Engineering Services - PE $ 140.00 /hr Surveying Services, Senior Tech. $ 150.00 /hr Engineering Services - EIT $ 105.00 /hr CAD/Technical Survey Services $ 95.00 /hr Design Services, Senior Designer $ 140.00 /hr Field Surveying - 1 Person Crew $ 175.00 /hr Design Services by Designer $ 105.00 /hr Field Surveying - 2 Person Crew $ 205.00 /hr CAD/Drafting Services $ 70.00 /hr Construction Staking – 2 Person $ 225.00 /hr Landscape Architectural Services - LA $ 140.00 /hr Landscape Architect Intern $ 90.00 /hr Clerical Services $ 70.00 /hr ENGINEERING SERVICES FOR THE CITY OF SOUTHLAKE BY BAIRD, HAMPTON & BROWN, INC. Southlake Sport Field Improvements Construction Administration (February 2024) Page 5 of 9 ATTACHMENT A - CONTINUED CITY PROVIDED INFORMATION/SERVICES for AMENDMENT to SOUTHLAKE SPORT FIELD IMPROVEMENTS To PROVIDE CONSTRUCTION ADMINISTRATION SERVICES City of Southlake The CITY will provide the following services to the ENGINEER in the performance of the PROJECT upon request: I. Provide any existing data the CITY has on file concerning the PROJECT, if available including the materials selected for turf installation. II. Provide any available Record Drawings for existing streets and drainage facilities, if available. III. Provide any available Record Drawings for existing water and sanitary sewer mains, if available. IV. Assist the ENGINEER, as necessary, in obtaining any required data and information from local franchise utility companies. V. Provide standard details in digital format. VI. Assist the ENGINEER by coordinating with the franchise utility companies and addressing potential conflicts prior to construction. VII. Assist the ENGINEER by requiring appropriate utility companies to expose underground utilities within the Right-Of-Way, if/when required. VIII. Give prompt written notice to ENGINEER whenever CITY observes or otherwise becomes aware of any development that affects the scope or timing of the ENGINEER's services. ENGINEERING SERVICES FOR THE CITY OF SOUTHLAKE BY BAIRD, HAMPTON & BROWN, INC. Southlake Sport Field Improvements Construction Administration (February 2024) Page 6 of 9 ATTACHMENT B COMPENSATION for AMENDMENT to SOUTHLAKE SPORT FIELD IMPROVEMENTS To PROVIDE CONSTRUCTION ADMINISTRATION SERVICES City of Southlake I. COMPENSATION For and in consideration of the services to be rendered by the ENGINEER, the CITY shall pay, and the ENGINEER shall receive, the compensation hereinafter set forth for the Design and Construction Phases of the work and additionally for Special Engineering Services and/or Additional Engineering Services. All remittances by CITY of such compensation shall either be mailed or delivered to the ENGINEER’s office. A. Compensation for the Basic Engineering Services shall be a lump sum fee of $10,770.00. Compensation for the Special Services shall be an estimated, sum of $9,230.00. This is a total estimated contract amount of $20,000.00. Payment for the Basic Engineering Services shall be due in monthly installments in proportion to that part of the services which have been accomplished. Final payment for services authorized in this phase shall be due at the completion of these services. Payment for any requested Construction Support Services of the Special Services shall be due in monthly installments and per the contract hourly billing rates schedule. ENGINEERING SERVICES FOR THE CITY OF SOUTHLAKE BY BAIRD, HAMPTON & BROWN, INC. Southlake Sport Field Improvements Construction Administration (February 2024) Page 7 of 9 B. Compensation for Additional Services not covered by Basic Engineering Services or Special Services provided herein shall be as follows: 1. For all of ENGINEER's personnel time applied to the Additional Engineering Services and not itemized above, the following hourly rates shall be used: ENGINEERING & LANDSCAPE ARCHITECTURE Engineering & Mgmt. -Principal/VP $ 295.00 /hr Project Management $ 195.00 /hr Engineering Services, Senior PE $ 195.00 /hr Engineering Services - PE $ 140.00 /hr Engineering Services - EIT $ 105.00 /hr Design Services, Senior Designer $ 140.00 /hr Design Services by Designer $ 105.00 /hr CAD/Drafting Services $ 70.00 /hr Landscape Architectural Services - LA $ 140.00 /hr Landscape Architect Intern $ 90.00 /hr Clerical Services $ 70.00 /hr 2. For all direct non-labor and/or subcontract expense, including mileage, travel and living expenses at invoice or internal office cost times a multiplier of 1.10. Payments to the ENGINEER for authorized Additional Engineering Services will be due monthly, upon presentation of monthly statement by the ENGINEER for such services. II. PAYMENT Payments to the ENGINEER will be made as follows: A. Invoice and Time of Payment Monthly invoices will be issued by the ENGINEER for all work performed under this Agreement, and shall be in proportion to the percent completion of the total work. Invoices will be prepared in a format approved by the CITY; see format on the following page; and are due and payable within 30 days. ENGINEERING SERVICES FOR THE CITY OF SOUTHLAKE BY BAIRD, HAMPTON & BROWN, INC. Southlake Sport Field Improvements Construction Administration (February 2024) Page 8 of 9 Proposed Invoice Format ENGINEERING SERVICES FOR THE CITY OF SOUTHLAKE BY BAIRD, HAMPTON & BROWN, INC. Southlake Sport Field Improvements Construction Administration (February 2024) Page 9 of 9 EXHIBIT C PROJECT LOCATION MAP for AMENDMENT to SOUTHLAKE SPORT FIELD IMPROVEMENTS To PROVIDE CONSTRUCTION ADMINISTRATION SERVICES City of Southlake PROJECT LOCATION PROJECT LOCATION