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HomeMy WebLinkAboutPR 23416: CONTRACT WITH CP&Y DBA STV INC. FOR WATER PURIFICATION PLANT ELECTRICAL IMPROVEMENT nrt rtltu�— INTEROFFICE MEMORANDUM Date: October 25, 2023 To: The Honorable Mayor and City Council Through: Ronald Burton, City Manager From: Calvin Matthews, P.E., Water Utilities Director RE: PR 23416 Execute Professional Services contract with CP&Y dba STV Inc. for Water Purification Plant Electrical Improvement Phase 1 Project. Introduction: The intent is to seek the City Council's approval for executing a Professional Services contract with STV Inc. for the Water Purification Plant Electrical Improvement Phase 1 Project. Background: The Port Arthur Water Purification Plant was built in 1999. Recently, there have been two transfer switch failures. The first event occurred in 2021 at the Filter Complex Electrical Building. The second event occurred in July 2022 at the A&B Loop Transfer Switch 1, located at the High Service Pump MCC Building. As a result, the City retained CP&Y dba STV Inc. to have a complete electrical assessment of the plant's performance. Based on the electrical evaluation, CP&Y dba STV Inc proposed upgrades to the electrical system. This contract will provide the design and construction management services to solve the unsafe and unreliable electrical situation in the Water Purification Plant. Budget Impact: The projected budgetary impact is $226,500.00. Funds are available in Account No. 405-40- 000-8516-00-00-000, WS0020. Recommendation: It is recommended that City Council approve PR 23416, to execute a Professional Services contract with CP&Y dba STV Inc. as discussed/outlined above. "Remember,we are here to serve the Citizens of Port Arthur" PR No. 23416 10/25/2023 JL Page 1 of 3 RESOLUTION NO. A RESOLUTION AUTHORIZING THE CITY MANAGER TO ENTER INTO A PROFESSIONAL ENGINEERING SERVICES CONTRACT WITH CP&Y DBA STV INC. FOR THE WATER PURIFICATION PLANT ELECTRICAL IMPROVEMENT PROJECT PHASE 1, WITH A TOTAL PROJECTED BUDGETARY IMPACT OF $226,500.00; FUNDS ARE AVAILABLE IN ACCOUNT NO. 405-40-000-8516-00-00-000,WS0020. WHEREAS, pursuant to Resolution No. 23-060, passed on February 14, 2023, the City awarded CP&Y dba STV Inc. of Houston, Texas for professional engineering service associated with the electrical evaluation of the Water Purification Plant; and, WHEREAS, CP&Y dba STV Inc. submitted the final evaluation report on August 11, 2023, with the recommendations; and, WHEREAS, CP&Y dba STV Inc. has been determined to be the most qualified engineering firm for this service based on their specialty and experience; in addition, there are no local firms able to complete the scope in-house; and, WHEREAS, the proposed contract provides the design and construction management services of the Water Purification Plant Electrical Improvement Phase 1 in the not-to-exceed amount of $226,500.00 to upgrade the electrical system for consideration by the City Council; and, NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PORT ARTHUR: THAT,the facts and opinions in the preamble are true and correct; and, THAT, the City Manager is hereby authorized to execute, on behalf of the City of Port Arthur, a contract, in substantially the same form as the attached Exhibit "A", with CP&Y dba STV Inc. for providing professional services, as design Engineer and construction management, PR No. 23416 10/25/2023 JL Page 2 of 3 relating to the Water Purification Plant Electrical Improvement Phase 1 Project, in a projected budgetary amount of$226,500.00; and, THAT, funding for this contract is in the Capital Improvement Project Account No. 405- 40-000-8516-00-00-000, WS0020. THAT, a copy of the caption of this resolution be spread upon the minutes of the City Council. READ, ADOPTED AND APPROVED, this day of , 2023, AD, at a Regular Meeting of the City Council of the City of Port Arthur, Texas by the following Vote: AYES: Mayor: Councilmembers: NOES: Thurman"Bill"Bartie Mayor ATTEST: Sherri Bellard City Secretary APPROVED AS TO FORM: ---. Valecia Tiz , City Attorney PR No. 23416 10/25/2023 JL Page 3 of 3 APPROVED FOR ADMINISTRATION: Ronald Burton City nager alvin Matthews, P.E. Water Utilities Director APPROVED AS TO FUND AVAILABILITY: Kandy Daniel ( Director of Finance 4o6, GrCn Williams, CPPB Purchasing Manager EXHIBIT "A" (Contract) STATE OF TEXAS § CITY OF PORT ARTHUR,TEXAS § AGREEMENT FOR PROFESSIONAL SERVICES COUNTY OF JEFFERSON § This Agreement for Professional Services("Agreement")is made by and between the City of Port Arthur,Texas,a Texas home-rule municipality located in Jefferson County,Texas("City"), and CP&Y, Inc., dba STV Infrastructure ("Professional") (individually, each a "Party" and collectively, "Parties"), acting by and through the Parties' authorized representatives. Recitals: WHEREAS, City desires to engage the services of Professional as an independent contractor and not as an employee in accordance with the terms and conditions set forth in this Agreement; and WHEREAS, Professional desires to render professional services in accordance with the terms and conditions set forth in this Agreement. NOW, THEREFORE, in exchange for the mutual covenants set forth herein and other valuable consideration, the sufficiency and receipt of which is hereby acknowledged, the Parties agree as follows: Article I Employment of Professional Professional will perform as an independent contractor for all services under this Agreement to the prevailing professional standards consistent with the level of care and skill ordinarily exercised by members of Professional's profession, both public and private, currently practicing in the same locality under similar conditions including but not limited to the exercise of reasonable, informed judgments and prompt, timely action. If Professional is representing this it has special expertise in one or more areas to be utilized in the performance of this Agreement,then Professional agrees to perform those special expertise services to the appropriate local, regional and national professional standards. Article II Term 2.1 The term of this Agreement shall begin on the last date of execution hereof by all parties hereto (the "Effective Date") and shall remain in effect for an estimated (12) months or until services are complete, including the time necessary to develop the project deliverables, subject to change upon request or mutual agreement(s). 2.2 Professional may terminate this Agreement by giving thirty (30) days prior written notice to City. In the event of such termination by Professional, Professional shall be entitled to compensation for services satisfactorily completed in accordance with this Agreement prior to the date of such termination. Agreement bygivingten (10) day s prior written notice to 2.3 City may terminate this Professional. In the event of such termination by City, Professional shall be entitled to compensation for services satisfactorily completed in accordance with this Agreement prior to the date of such termination. Upon receipt of such notice from City, Professional shall immediately terminate working on, placing orders or entering into contracts for supplies, assistance, facilities or materials in connection with this Agreement and shall proceed to promptly cancel all existing contracts insofar as they are related to this Agreement. 2.4 Upon notice of termination by Professional or City, Professional shall immediately surrender all project documents produced by Professional and its subcontractors up to and including the date on which termination notice was given. Article III Scope of Services 3.1 Professional shall perform the services specifically set forth in Exhibit A, attached hereto and incorporated herein by reference, entitled"Scope of Services." In case of conflict with the language of Exhibit A and the provisions of this Agreement, the provisions of this Agreement shall control. Any additional services require the prior approval of the City Council of the City. 3.2 The Parties acknowledge and agree that any and all opinions provided by Professional represent the best judgment of Professional. Article IV Schedule of Work 4.1 Professional agrees to commence services upon written direction from City and to complete the tasks set forth in Exhibit A, Scope of Services, in accordance with a work schedule established by City (the"Schedule"), which is attached hereto and incorporated as Exhibit A. 4.2 In the event Professional's performance of this Agreement is delayed or interfered with by acts of City or others, Professional may request an extension of time for the performance of same as hereinafter provided, and City shall determine whether to authorize any increase in fee or price, or to authorize damages or additional compensation as a consequence of such delays, within a reasonable time after receipt of Professional's request. 4.3 No allowance of any extension of time, for any cause whatsoever, shall be claimed or made by Professional, unless Professional shall have made written request upon City for such extension not later than five(5)business days after the occurrence of the cause serving as the basis for such extension request, and unless City and Professional have agreed in writing upon the allowance of such additional time. Page 2 of 11 City of Port Arthur, Texas Professional Services Agreement Article V Compensation and Method of Payment 5.1 City shall pay Professional for the services specifically as set forth in ExhibitA and in accordance with the Rate Schedule in an amount not to exceed $226,500.00 for said services. 5.2 Each month Professional shall submit to City an invoice supporting the amount for which payment is sought. Each invoice shall also state the percentage of work completed on the Project through the end of the then submitted billing period,the total of the current invoice amount, and a running total balance for the Project to date. 5.3 Within thirty (30) days of receipt of each such monthly invoice, City shall make monthly payments in the amount shown by Professional's approved monthly invoice and other documentation submitted. 5.4 Professional shall be solely responsible for the payment of all costs and expenses related to the services provided pursuant to this Agreement including, but not limited to, travel, copying and facsimile charges, reproduction charges, and telephone, interne, e-mail, and postage charges, except as set forth in Exhibit A. 5.5 Nothing contained in this Agreement shall require City to pay for any services that are unsatisfactory as determined by City or which is not performed in compliance with the terms of this Agreement, nor shall failure to withhold payment pursuant to the provisions of this section constitute a waiver of any right, at law or in equity, which City may have if Professional is in default, including the right to bring legal action for damages or for specific performance of this Agreement. Waiver of any default under this Agreement shall not be deemed a waiver of any subsequent default. Article VI Devotion of Time, Personnel, and Equipment 6.1 Professional shall devote such time as reasonably necessary for the satisfactory performance of the services under this Agreement. City reserves the right to revise or expand the scope of services after due approval by City as City may deem necessary, but in such event City shall pay Professional compensation for such services at mutually agreed upon charges or rates, a copy of the Rate Schedule is attached hereto as Exhibit A,and within the time schedule prescribed by City, and without decreasing the effectiveness of the performance of services required under this Agreement. In any event, when Professional is directed to revise or expand the scope of services under this Agreement, Professional shall provide City a written proposal for the entire costs involved in performing such additional services. Prior to Professional undertaking any revised or expanded services as directed by City under this Agreement, City must authorize in writing the nature and scope of the services and accept the method and amount of compensation and the time involved in all phases of the Project. Page 3 of 11 City of Port Arthur, Texas Professional Services Agreement 6.2 It is expressly understood and agreed to by Professional that any compensation not specified in this Agreement may require approval by the City Council of the City of Port Arthur and may be subject to current budget year limitations. 6.3 To the extent reasonably necessary for Professional to perform the services under this Agreement, Professional shall be authorized to engage the services of any agents, assistants, persons, or corporations that Professional may deem proper to aid or assist in the performance of the services under this Agreement. The cost of such personnel and assistance shall be borne exclusively by Professional. 6.4 Professional shall furnish the facilities,equipment,telephones, facsimile machines, email facilities, and personnel necessary to perform the services required under this Agreement unless otherwise provided herein. Article VII Relationship of Parties 7.1 It is understood and agreed by and between the Parties that in satisfying the conditions and requirements of this Agreement, Professional is acting as an independent contractor, and City assumes no responsibility or liability to any third party in connection with the services provided by Professional under this Agreement. All services to be performed by Professional pursuant to this Agreement shall be in the capacity of an independent contractor, and not as an agent, servant, representative, or employee of City. Professional shall supervise the performance of its services and shall be entitled to control the manner, means and methods by which Professional's services are to be performed, subject tq the terms of this Agreement. As such, City shall not train Professional, require Professional to complete regular oral or written reports, require Professional to devote his full-time services to City, or dictate Professional's sequence of work or location at which Professional performs Professional's work, except as may be set forth in Exhibit A. Article VIII Insurance 8.1 Before commencing work, Professional shall, at its own expense, procure, pay for and maintain during the term of this Agreement the following insurance written by companies approved by the state of Texas and acceptable to City. Professional shall furnish to the City Manager certificates of insurance executed by the insurer or its authorized agent stating coverages, limits, expiration dates and compliance with all applicable required provisions. Certificates shall reference the project/contract number and be addressed as follows: City of Port Arthur, Texas Attention: Ronald Burton, City Manager 444 4th Street Port Arthur, Texas 77640-1089 Page 4 of 11 City of Port Arthur, Texas Professional Services Agreement A. Commercial General Liability insurance, including, but not limited to Premises/Operations, Personal & Advertising Injury, Products/Completed Operations, Independent Contractors and Contractual Liability, with minimum combined single limits of $500,000 per occurrence, $500,000 Products/Completed Operations Aggregate, and $500,000 general aggregate. Coverage must be written on an occurrence form. The General Aggregate shall apply on a per project basis. B. Workers' Compensation insurance with statutory limits; and Employers' Liability coverage with minimum limits for bodily injury: 1) by accident, $100,000 each accident, and 2) by disease, $100,000 per employee with a per policy aggregate of $500,000. C. Business Automobile Liability insurance covering owned, hired and non- owned vehicles, with a minimum combined bodily injury and property damage limit of $500,000 per occurrence. D. Professional Liability Insurance to provide coverage against any claim which the Professional and all professionals engaged or employed by the Professional become legally obligated to pay as damages arising out of the performance of professional services caused by error, omission or negligent act with minimum limits of$1,000,000 per claim, $1,000,000 annual aggregate NOTE:If the insurance is written on a claims-made form, coverage shall be continuous(by renewal or extended reporting period) for not less than thirty-six (36) months following completion of this Agreement and acceptance by City. 8.2 With reference to the foregoing required insurance, Professional shall endorse applicable insurance policies as follows: A. A waiver of subrogation in favor of City, its officials, employees, and officers shall be contained in the Workers' Compensation insurance policy. B. The City, its officials, employees and officers shall be named as additional insureds on the Commercial General Liability policy, by using endorsement CG2026 or broader. C. All insurance policies shall be endorsed to the effect that City will receive at least thirty (30) days notice prior to cancellation, non-renewal, termination, or material change of the policies. 8.3 All insurance shall be purchased from an insurance company that meets a financial rating of B+VI or better as assigned by A.M. Best Company or equivalent. Page 5 of 11 City of Port Arthur, Texas Professional Services Agreement Article IX Right to Inspect Records 9.1 Professional agrees that City shall have access to and the right to examine any directly pertinent books, documents, papers and records of Professional involving transactions relating to this Agreement. Professional agrees that City shall have access during normal working hours to all necessary Professional facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City shall give Professional reasonable advance notice of intended audits. 9.2 Professional further agrees to include in subcontract(s), if any, a provision that any subcontractor agrees that City shall have access to and the right to examine any directly pertinent books, documents, papers and records of such subcontractor involving transactions related to the subcontract, and further, that City shall have access during normal working hours to all such subcontractor facilities and shall be provided adequate and appropriate work space, in order to conduct audits in compliance with the provisions of this section. City shall give any such subcontractor reasonable advance notice of intended audits. Article X Miscellaneous 10.1 Entire Agreement. This Agreement and any and all Exhibits attached hereto constitutes the sole and only agreement between the Parties and supersedes any prior or contemporaneous understandings, written agreements or oral agreements between the Parties with respect to the subject matter of this Agreement. 10.2 Authorization. Each Party represents that it has full capacity and authority to grant all rights and assume all obligations granted and assumed under this Agreement. 10.3 Assignment. Professional may not assign this Agreement in whole or in part without the prior written consent of City. In the event of an assignment by Professional to which the City has consented, the assignee shall agree in writing with the City to personally assume, perform, and be bound by all the covenants and obligations contained in this Agreement. 10.4 Successors and Assigns. Subject to the provisions regarding assignment, this Agreement shall be binding on and inure to the benefit of the Parties and their respective heirs, executors, administrators, legal representatives, successors and assigns. 10.5 Governing Law and Exclusive Venue. The laws of the State of Texas shall govern this Agreement, and exclusive venue for any legal action concerning this Agreement shall be in a District Court with appropriate jurisdiction in Jefferson County, Texas. The Parties agree to submit to the personal and subject matter jurisdiction of said court. 10.6 Amendments. This Agreement may be amended only by the mutual written agreement of the Parties. Page 6 of 11 City of Port Arthur, Texas Professional Services Agreement 10.7 Severability. In the event any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision in this Agreement,and this Agreement shall be construed as if such invalid,illegal, or unenforceable provision had never been contained in this Agreement. 10.8 Survival of Covenants and Terms. Any of the representations, warranties, covenants,and obligations of the Parties,as well as any rights and benefits of the Parties,pertaining to a period of time following the termination of this Agreement shall survive termination, including, but not limited to, Section 3.3, Article X, and, in particular, Sections 10.13 and 10.14. 10.9 Recitals. The recitals to this Agreement are incorporated herein. 10.10 Notice. Any notice required or permitted to be delivered hereunder may be sent by first class mail, overnight courier or by confirmed telefax or facsimile to the address specified below, or to such other Party or address as either Party may designate in writing, and shall be deemed received three (3) days after delivery set forth herein: If intended for City: City of Port Arthur, Texas 444 4th Street Port Arthur, Texas 77640 Attn: Ronald Burton, City Manager Copy to: City of Port Arthur, Texas 444 4th Street Port Arthur, Texas 77640 Attn: Val Tizeno, City Attorney If intended for Professional: CP&Y,Inc., dba STV Infrastructure. 11757 Katy Freeway, Suite 1540 Houston,Texas 77079 Attn: Fabian E. Mendoza Jr. 10.11 Counterparts. This Agreement may be executed by the Parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts shall together constitute one and the same instrument. Each counterpart may consist of any number of copies hereof each signed by less than all, but together signed by all of, the Parties hereto. 10.12 Exhibits. The exhibits attached hereto are incorporated herein and made a part hereof for all purposes. Page 7 of 11 City of Port Arthur, Texas Professional Services Agreement 10.13 Professional's Liability. Acceptance of the Project Documents by City shall not constitute nor be deemed a release of the responsibility and liability of Professional,its employees, associates, agents or subcontractors for the accuracy and competency of their designs, working drawings, specifications or other documents and work; nor shall such acceptance be deemed an assumption of responsibility by City for any defect in the Project Documents or other documents and work prepared by Professional, its employees, associates, agents or sub-consultants. 10.14 Indemnification. PROFESSIONAL AGREES TO INDEMNIFY AND HOLD HARMLESS CITY FROM AND AGAINST ANY AND ALL LIABILITIES, DAMAGES, CLAIMS,SUITS,COSTS(INCLUDING COURT COSTS,REASONABLE ATTORNEY'S FEES AND COSTS OF INVESTIGATION)AND ACTIONS BY REASON OF INJURY TO OR DEATH OF ANY PERSON OR DAMAGE TO OR LOSS OF PROPERTY TO THE EXTENT CAUSED BY PROFESSIONAL'S NEGLIGENT PERFORMANCE OF SERVICES UNDER THIS AGREEMENT OR BY REASON OF ANY ACT OR OMISSION ON THE PART OF PROFESSIONAL, ITS OFFICERS, DIRECTORS, SERVANTS, AGENTS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, SUBCONTRACTORS, LICENSEES, SUCCESSORS OR PERMITTED ASSIGNS (EXCEPT WHEN SUCH LIABILITY, CLAIMS, SUITS, COSTS, INJURIES, DEATHS OR DAMAGES ARISE FROM OR ARE ATTRIBUTED TO THE NEGLIGENCE OF THE CITY). IF ANY ACTION OR PROCEEDING SHALL BE BROUGHT BY OR AGAINST CITY IN CONNECTION WITH ANY SUCH LIABILITY OR CLAIM, THE PROFESSIONAL, ON NOTICE FROM CITY, SHALL DEFEND SUCH ACTION OR PROCEEDINGS AT PROFESSIONAL'S EXPENSE, BY OR THROUGH ATTORNEYS REASONABLY SATISFACTORY TO CITY. PROFESSIONAL'S OBLIGATIONS UNDER THIS SECTION SHALL NOT BE LIMITED TO THE LIMITS OF COVERAGE OF INSURANCE MAINTAINED OR REQUIRED TO BE MAINTAINED BY PROFESSIONAL UNDER THIS AGREEMENT. IF THIS AGREEMENT IS A CONTRACT FOR ENGINEERING OR ARCHITECTURAL SERVICES, THEN THIS SECTION IS LIMITED BY, AND TO BE READ AS BEING IN COMPLIANCE WITH, THE INDEMNITY SPECIFIED IN § 271.904 OF THE TEXAS LOCAL GOVERNMENT CODE, AS AMENDED. THIS SECTION SHALL SURVIVE TERMINATION OF THIS AGREEMENT 10.15 Conflicts of Interests. Professional represents that no official or employee of City has any direct or indirect pecuniary interest in this Agreement. Any misrepresentation by Professional under this section shall be grounds for termination of this Agreement and shall be grounds for recovery of any loss, cost, expense or damage incurred by City as a result of such misrepresentation. 10.16 Default. If at any time during the term of this Agreement, Professional shall fail to commence the services in accordance with the provisions of this Agreement or fail to diligently provide services in an efficient, timely and careful manner and in strict accordance with the provisions of this Agreement or fail to use an adequate number or quality of personnel to complete the services or fail to perform any of Professional's obligations under this Agreement, then City shall have the right, if Professional shall not cure any such default after thirty (30) days written notice thereof, to terminate this Agreement. Any such act by City shall not be deemed a waiver Page 8 of 11 City of Port Arthur, Texas Professional Services Agreement of any other right or remedy of City. If after exercising any such remedy due to Professional's nonperformance under this Agreement, the cost to City to complete the services to be performed under this Agreement is in excess of that part of the contract sum which as not theretofore been paid to Professional hereunder, Professional shall be liable for and shall reimburse City for such excess costs. 10.17 Confidential Information. Professional hereby acknowledges and agrees that its representatives may have access to or otherwise receive information during the furtherance of Professional's obligations in accordance with this Agreement, which is of a confidential, non- public or proprietary nature. Professional shall treat any such information received in full confidence and will not disclose or appropriate such Confidential Information for Professional's own use or the use of any third party at any time during or subsequent to this Agreement. As used herein, "Confidential Information"means all oral and written information concerning the City, its affiliates and subsidiaries, and all oral and written information concerning City or its activities, that is of a non-public,proprietary or confidential nature including,without limitation,information pertaining to customer lists, services, methods, processes and operating procedures, together with all analyses,compilations, studies or other documents,whether prepared by Professional or others, which contain or otherwise reflect such information. The term "Confidential Information" shall not include such information that is or becomes generally available to the public other than as a result of disclosure to Professional, or is required to be disclosed by a governmental authority under applicable law. 10.18 Remedies. No right or remedy granted or reserved to the Parties is exclusive of any other right or remedy herein by law or equity provided or permitted; but each right or remedy shall be cumulative of every other right or remedy given hereunder. No covenant or condition of this Agreement may be waived without written consent of the Parties. Forbearance or indulgence by either Party shall not constitute a waiver of any covenant or condition to be performed pursuant to this Agreement. 10.19 No Third Party Beneficiary. For purposes of this Agreement, including the intended operation and effect of this Agreement, the Parties specifically agree and contract that: (1) this Agreement only affects matters 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 notwithstanding the fact that such third person or entity may be in contractual relationship with City or Professional 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 owing by them to either City or Professional. [The Remainder of this Page Intentionally Left Blank] Page 9 of 11 City of Port Arthur, Texas Professional Services Agreement EXECUTED this day of , 2023. CITY: CITY OF PORT ARTHUR,TEXAS, A Texas home-rule municipality, By: Ronald Burton, City Manager ATTEST: Sherri Bellard, City Secretary APPROVED AS TO FORM: Val Tizeno, City Attorney EXECUTED this day of , 2023. PROFESSIONAL: CP&Y, Inc., dba STV Infrastructure By: Name: Fabian E. Mendoza Jr., Title: Senior Vice President, Texas Mountain Region 1 Page 10 of 11 City of Port Arthur, Texas Professional Services Agreement Exhibit A Scope of Services/ Schedule Page 11 of 11 City of Port Arthur, Texas Professional Services Agreement stV October 18,2023 Mr. Calvin Matthews Water Utilities Director City of Port Arthur 444 4th Street Port Arthur,TX 77640 Re: City of Port Athur Proposal for Professional Engineering Services Related to Water Purification Plant Electrical Improvement Phase 1 Dear Mr. Matthews: CP&Y, Inc.,dba STV Infrastructure, is pleased to present this scope of work and level of effort associated with the Water Treatment Plant Phase 1 Electrical Upgrades.A description of the scope of work is outlined in the attachment to this letter.The project deliverable will consist of Conceptual Design, Construction Bid Ready Documents and Construction Phase Services. Section 4.0 of the proposal contains the anticipated fee estimated for these services. We propose to complete this work for a lump sum fee not to exceed $226,500.00. Should you have any questions or require additional information, please do not hesitate to contact me. Sincerely, Fabian E. Mendoza Jr., COL, USA, (RET) Senior Vice President, Texas Mountain Region (o)214.640.1756 I (c) 334.294.2480 finendozana cpvi,com I stvinc.com sty sty 11757 Katy Freeway, Suite 1540 Houston,Texas 77079 T: (713) 532-1730 F: (713) 532-1734 SCOPE OF SERVICES PROFESSIONAL SERVICES FOR ENGINEERING SUPPORT H 0 MILLS BOULEVARD, PORT ARTHUR, TEXAS WTP ELECTRICAL UP-GRADE DESIGN PROJECT BACKGROUND The City of Port Arthur (OWNER) owns and operates the Port Arthur Water Purification Plant located at 1101 H 0 Mills Boulevard, Port Arthur, Texas. The WTP was built in 1999. Recently, there have been two transfer switch failures. The first event occurred in 2021 at the Filter Complex Electrical Building. The second event occurred in July 2022 at the A&B Loop Transfer Switch 1, located at the High Service Pump MCC Building. As a result, the OWNER retained CP&Y dba STV Inc. to have a complete electrical assessment of the plant performed. City of Port Arthur retained STV, Inc. (CONSULTANT) to provide the engineering evaluation, conceptual upgrade, recommendations, and cost estimating services for H 0 Mills Boulevard, Port Arthur, Texas, WTP. PURPOSE The purpose of this proposal is to establish the Scope of Work for the H 0 Mills Boulevard, Port Arthur, Texas. WTP Phase 1 electrical up-grade designs. 1 PROJECT MANAGEMENT & QA/QC The CONSULTANT will manage professional services to complete the project. These services will include preparation of invoices, progress reports, managing sub-consultants, and directing staff and internal resources in a manner so that project milestones and deliverables are met as scheduled. The tasks associated with managing the project are as follows: 1.1 PROJECT TEAM AND ORGANIZATION The proposed STV team includes the same technical leadership which has visited the plant several times and which prepared the Electrical Assessment Report, supplemented by discipline-specific sub-contractors, as follows: Role Name Company Project Manager Billy Black STV Lead Electrical Engineer Michael (Mick) Bayer, PE STV Lead Civil/Structural Engineer H Doyle, PE STV Surveying/SUE n/a STV Electrical Construction Shane Burns Electrical Specialties, Inc (ESI) ESI is already quite familiar with the plant having done maintenance work there for many years. Their role will be to assist with physical and electrical measurements to ensure new electrical equipment is specified correctly. WTP Electrical Up-Grade Scope of Services- 10/17/2023 Page i of 7 1.2 PROJECT ADMINISTRATION Prepare a monthly invoice to include a summary of the work performed over the course of the project. This report will contain the following elements for design: 1. Summary of Work completed to date. 2. Project Schedule 3. Project Monthly Accomplishments 4. Upcoming Project Activities 5. Project Concerns and Issues Prepare monthly invoice based on the project progress. Submit monthly invoices to CITY OF PORT ARTHUR in approved format. Invoices shall be submitted with the monthly progress report. 1.3 PROJECT STAKEHOLDER MEETING CONSULTANT will participate in the project stakeholder meeting to introduce the project team members, define project goals and objectives, review project elements and review the Project Plan. CONSULTANT shall provide meeting agendas and minutes prior to and after the meeting is held. CONSULTANT will prepare the material as needed to achieve the meeting objectives. CONSULTANT will coordinate any necessary action items, and decisions that will be distributed to the project team after the meeting via email. CONSULTANT will identify information needed to complete work and establish contact information and procedures for the project. This meeting will be conducted at the OWNER'S site, H 0 Mills Boulevard, Port Arthur, Texas 1.4 QA/QC REVIEW Schedule one (1) Quality Assurance/Quality Control (QA/QC) review meeting with senior level engineers. Project Manager shall review progress, exchange ideas and information on the technical elements of the project. 2 CONCEPTUAL DESIGN PHASE- 30% DESIGN PHASE CONSULTANT will conduct project meetings to obtain decisions internally and obtain input from OWNER following the Project Stakeholder Meeting. CONSULTANT will provide Conceptual Design recommendations, both layouts and specifications as required. CONSULTANT will then prepare Engineer's Opinion of Probable Construction Costs and will meet with OWNER to go over the recommendations once the entire design package is submitted and reviewed. 2.1 EARLY PLANNING AND COORDINATION CONSULTANT will coordinate through a project team meeting with other related engineering/surveying services required to furnish the necessary documents. In order to WTP Electrical Up-Grade Scope of Services- 10/17/2023 Page 2 of 7 facilitate the requirements of the structural design, geotechnical engineering services will be required if not available and to help assist with the site layout, surveying/SUE services will be acquired. These services to be offered by others will begin as soon as the Notice to Proceed is given. 2.2 BASIS OF DESIGN CONSULTANT will provide a Design as recommended by the Facility Electrical Evaluation; Port Arthur Water Purification Electrical Resiliency and Exterior Lighting Assessment Report (REPORT), Dated-September 14th 2023, to include the following: 1. Proposed Site/Civil Requirements and Design Criteria 2. Architectural Requirements and Design Criteria 3. Structural Requirements and Design Criteria 4. Electrical Requirements and Design Criteria Also, CONSULTANT will provide additional Design which were not part of the Assessment Report but were subsequently requested by OWNER. 5. HVAC Requirements and Design Criteria (Chem/Maint MCC room) 6. 15 kV switchgear remote breaker racking and remote open/close 4 2.3 CONCEPTUAL DESIGN LAYOUTS The intent of the Conceptual Design Layouts is to prepare preliminary and final layout alternatives for the project, based on the overall objective of the REPORT while meeting the overall project objectives. The work in this Task includes engineering services necessary for preliminary design of the Port Arthur WTP Facility up-grades Phase 1. Specific work in this Task will include, but not be limited to the following: 1. Architectural a. Roof 55' x 25'- 2500 kW, 13.2 kV Genset and CPT/CT Enclosures b. Repair Roof- 13.2 kV SWGR Bldg. c. 12' x 12' "carport" roof(Hurricane rated) installed over electrical equipment. i. TS-2 at MCC-1600 Bldg ii. TS-1, SWBD-TR901, and SW-TR901 at High Service Pump Station iii. SW-TR901 at Chem/Maint Bldg d. Partition the MCC & VFD area- Chem/Maint Bldg 2. Structural a. Roof 55' x 25'- 2500 kW, 13.2 kV Genset b. Foundation Plan Layout c. Structural Sections Layout 3. HVAC WTP Electrical Up-Grade Scope of Services - 10/17/2023 Page 3 of 7 a. MCC & VFD room - Chem/Maintenance building - HVAC Layouts 4. Electrical a. One-Line Diagram b. Electrical Layout c. 13.2 kV Switchgear SWGR-100 - Power System Studies and relay programming d. Tap changes - site Liquid filled transformers voltage analysis, change taps as needed. e. Demo, TR1100, 100 kW genset, manual transfer switch and Transformer- Centrifuge Area f. New 15 kV, 600 A, fused, manual transfer switch (which may be part of transformer TR1100) - Centrifuge Area g. New TR1100, 1000 kVA, 13.8 kV-480Y/277 V transformer- Centrifuge Area h. One new motor protection relay— High Service Pump Station 2.4 DESIGN SPECIFICATIONS CONSULTANT shall provide finalized construction specifications for specific items needed for the project. CONSULTANT shall refer to design specifications by other governmental agencies if agency compliance is required. 2.5 ENGINEER'S OPINION OF PROBABLE CONSTRUCTION COST (OPCC) CONSULTANT shall prepare the Engineer's OPCC based upon current market trends and available information from recent OWNER and CONSULTANT projects. 2.6 CONCEPTUAL DESIGN SUBMITTAL CONSULTANT shall provide to the OWNER Conceptual Design layouts, Design Specifications and Engineer's OPCC. The CONSULTANT shall furnish three (3) half-sized 11-in x 17-in paper sets of the conceptual design and one (1) digital file in PDF format, three (3) letter-size paper sets of Design Specifications and Engineer's OPCC and one (1) digital file in PDF format. 2.7 CONCEPTUAL DESIGN WORKSHOP CONSULTANT shall schedule a meeting and provide a presentation to the OWNER on the Conceptual Design Submittal after the OWNER's review to discuss issues that may arise during the design and construction of the project. OWNER will present their findings of the review during this meeting, and the CONSULTANT shall address the concerns in a timely manner. 3 CONSTRUCTION PHASE SERVICES This task details the services to be provided by CONSULTANT during the construction phase of Construction. These services are intended to assist OWNER with administering the WTP Electrical Up-Grade Scope of Services - 10/17/2023 Page 4 of 7 construction contract, monitoring the performance of the construction Contractor, verifying that the Contractor's work is in compliance with the contract documents, and assisting OWNER in responding to events that may occur during construction. All construction phase services shall be coordinated with OWNER through the OWNER construction management system. OWNER shall provide training for CONSULTANT on the use of the Management System as needed. 3.1 PRE-CONSTRUCTION CONFERENCE CONSULTANT will attend the Pre-construction Conference to address any questions and provide input as necessary. OWNER Construction Administration presides over the conference, prepares the agenda and sign-in sheet, and records the conference in lieu of having the CONSULTANT provide meeting minutes. 3.2 CONSTRUCTION SITE VISITS AND PROGRESS MEETINGS CONSULTANT will come to the site (1101 H 0 Mills Boulevard, Port Arthur, Texas) eight (8) times to conduct construction observations and monthly construction progress meetings for the Construction Contract with the Contractor(s) and OWNER staff. a) CONSULTANT will observe and review the Contractor's progress and assess if project work is in accordance with the Contract Documents. An observation report shall be prepared by the CONSULTANT and provided to the OWNER documenting findings and recommendations from each site visit. 1) Operation, inspection, and maintenance are the sole responsibility of OWNER; CONSULTANT will have no responsibility for any failures by OWNER or others to properly operate, inspect, or maintain the Project. b) CONSULTANT will preside over the construction progress meetings, prepare, and distribute a meeting agenda (OWNER shall provide all construction logs), and prepare meeting summary within five (5) working days of the meeting. c) Additional site visits for more than the eight (8) included herein shall be considered as Supplemental Services. 3.3 PAY ESTIMATE REVIEWS OWNER will review Contractor's monthly Pay Request for the work performed during the month. Based on observations made during site visits for each month, and review and acceptance by OWNER Field Inspector, CONSULTANT will provide review comments, recommendations, and acceptance to the OWNER Inspector for each monthly pay request. CONSULTANT will review up to 8 monthly pay estimates for Construction Contract. Additional pay request above 8 for the Construction Contract shall be considered as Supplemental Services. WTP Electrical Up-Grade Scope of Services - 10/17/2023 Page 5 of 7 3.4 SHOP DRAWINGS/SUBMITTALS REVIEW CONSULTANT (or the appropriate subconsultant) shall review up to 10 shop drawings/submittals. CONSULTANT's review will be limited to conformance with the project plans and specifications and compatibility with the design intent for the construction contract. CONSULTANT will also review certificates provided for equipment supplier. Review of submittals more than above mentioned, shall be considered as Supplemental Services. CONSULTANT will review preliminary and final O&M manuals of new equipment provided under construction contract. CONSULTANT will verify that preventive maintenance and recommended spare parts are included in the manuals. 3.5 REQUESTS FOR INFORMATION (RFIs) CONSULTANT (or the appropriate subconsultant) shall respond to all questions and concerns that may arise during construction contract. The scope and fee include up to 10 RFIs. RFIs in excess of above mentioned RFIs shall be considered as Supplemental Services. Clarifications and interpretations of the Contract Documents shall be consistent with the intent of and reasonably inferable from the Contract Documents. Responses shall be provided in writing, using OWNER standard format. 3.6 REQUESTS FOR PROPOSALS (RFPS)AND CHANGE ORDERS (COS) CONSULTANT will prepare RFPs and Cos during construction contract. The RFPs/COs may be due to differing site conditions and/or requested by OWNER. The services to be provided shall include the following: a) Evaluate impact on design intent (calculations, drawings, specifications, construction cost, and construction duration) b) Provide calculations and sketches as required to facilitate construction. c) Review the contractor's cost evaluation for change order work. d) Development of drawing and revisions shall be considered as Supplemental Services. e) Provide contract changes using OWNER standard change order form. CONSULTANT will receive and review the Contractor's response to each RFP and shall obtain such further information as is necessary to evaluate the basis of the Contractor's proposal. CONSULTANT will assist OWNER with negotiations and, upon approval by OWNER, prepare final change order documents for execution by OWNER and the Contractor. Up to 3 RFPs and CO are included in scope and fee. Additional RFPs and CO will be considered as Supplemental Services. Change orders due to E&Os by CONSULTANT are not included in this task and shall be prepared, negotiated, and executed at CONSULTANT's expense. 3.7 SUBSTANTIAL COMPLETION A substantial completion inspection walk thru will be conducted and a punch list of items to be WTP Electrical Up-Grade Scope of Services - 10/17/2023 Page 6 of 7 addressed or completed will be generated by the CONSULTANT. The Engineer will conduct a final observation. Up to two (2) trips have been budgeted to monitor these activities. Activities will include the following: a. Substantial Completion Observation - CONSULTANT will perform a full observation after the Contractor declares the work is Substantially Complete. b. Punch List - CONSULTANT will develop a punch list of items for the Contractor to address, based on the substantial completion observation. Assist OWNER in consultation and discussion with Contractor(s) concerning such deficiencies and make recommendations as to replacement or correction of the defective work. c. Upon completion or correction of the items of work on the punch list, conduct a "final observation" to determine if the work is completed. Provide written recommendations concerning final payment to OWNER, including a list of items, if any, to be completed prior to making such payment. d. Evaluate 0 & M manuals provided by Contractor for completeness. e. Review of Quality Assurance testing. As-Built Drawings — CONSULTANT will review the Contractor's as-built drawings and will provide comments to aid in completion of record drawings by the CONSULTANT. This information will be provided to the CONSULTANT thirty (30) days after substantial completion of the project. Prepare and submit one (1) set of record drawings (OWNER's size preference) along with digital files in PDF format at a date to be agreed by the CONSULTANT and OWNER. 4 COMPENSATION STV Inc. proposed Compensation for basic services shall be for the completion of Conceptual Design and Construction Bid Ready Documents, and additional support services as defined, with an anticipated notice to proceed in December 2023. The Contract amount will be paid on a percent complete basis and not to exceed $226,500.00 unless otherwise authorized. The fee includes compensation to sub-contractors. WTP Electrical Up-Grade Scope of Services - 10/17/2023 Page 7 of 7 PR No.22557 1/30/23 bw Page 1 of 2 RESOLUTION NO. ,a3�.b6 a A RESOLUTION AUTHORIZING THE CITY MANAGER TO ENTER INTO A CONTRACT WITH CP&Y, INC. OF HOUSTON, TEXAS FOR PROFESSIONAL ENGINEERING I�( SERVICES ASSOCIATED WITH THE ELECTRICAL . 1 mot„ 5 EVALUATION OF THE WATER PURIFICATION PLANT �T WITH A PROJECTED BUDGETARY IMPACT OF (A)orc " 7 $44,311.00. FUNDS ARE AVAILABLE IN WATE UTILITIES DEPARTMENT ACCOUNT NO. 410-40-210- ��4I 5420-00-00-000, PROFESSIONAL SERVICES. I WHEREAS, the Water Purification Plant has electrical issues that need to be reviewed independently of the design engineer after two transfer switch failures; and, WHEREAS, the first event occurred in 2021 at the Filter Complex Electrical Building and the second occurred in July 2022 at the A&B Loop Transfer Switch 1, located at the High Service Pump MCC Building;and, WHEREAS, this is a high risk function that must be addressed to protect public health and safety;and, WHEREAS, the Water Utilities Department received a quote from a CP&Y, Inc. of Houston, Texas in the amount of$44,311.00 to evaluate the Water Purification Plant, providing an evaluation report, recommendations and their opinion of a probable construction cost, attached as EXHIBIT"A"; and, NOW THEREFORE, BE IT RESOLVED BY CITY COUNCIL OF CITY OF PORT ARTHUR: THAT, City Council hereby authorizes the City Manager to sign a contract with CP&Y, Inc. of Houston, Texas for professional engineering services associated with an electrical evaluation of the Water Purification Plant, attached as EXHIBIT`B" with a projected budgetary impact of$44,311.00,in substantially the same form as attached hereto as Exhibit`B";and, THAT, a copy of the caption of this Resolution be spread upon the Minutes of City PR No. 22557 1/30/23 bw Page 2 of 2 Council. READ, ADOPTED AND APPROVED THIS fq. day of ��i6 v , 2023 at a Regular Meeting of City Council of City of Port Arthur, Texas, by the following vote: AYES: Mayor �GL Councilmembers: . U / i G NOES: Than Btartie Ma or ATTEST: APPROVED AS TO FORM: (Y)fiou2 Sherri 1 lard,/ MC Valecia Tizeno City Secretary City Attorney APPROVED FOR ADMINISTRATION: APPROVED FOR AVAILABILITY OF FUNDS: Ronald Burton Kandy Darjel City Manag Director of Finance Calvin 1tthiews, P.E. Clifton Williams, CPPB Water Utilities Director Purchasing Manager CP8YJ an STV Company November 30, 2022 Mr. Calvin Matthews Water Utilities Director City of Port Arthur 444 4th Street Port Arthur,TX 77640 Re: City of Port Athur Proposal for Professional Engineering Services Related to Water Treatment Plant Electrical Evaluation Dear Mr. Matthews: CP&Y is pleased to present this scope of work and level of effort associated with the Water Treatment Plant Electrical Evaluation. A description of the scope of work is outlined in Exhibit A—Scope of Work attached to this letter. The project deliverable will consist of a draft and final report detailing the evaluation, recommendations, and opinion of probable construction cost. Exhibit B contains the • anticipated fee estimated for these services. We propose to complete this work for a lump sum fee not to exceed $44,311. Should you have any questions or require additional information, please do not hesitate to contact me at 713-579-7423. Sincerely, Oarn.ditalabIdQ_J Camille W.Sowells, PE Vice President CP&Y, Inc. 11757 Katy Freeway,Suite 1540 Houston,Texas 77079 (p)713 532 1730•(f)713.532.1734 www cpyi.00m STATE OF TEXAS § CITY OF PORT ARTHUR,TEXAS § AGREEMENT FOR PROFESSIONAL SERVICES COUNTY OF JEFFERSON § This Agreement for Professional Services("Agreement")is made by and between the City of Port Arthur,Texas,a Texas home-rule municipality located in Jefferson County,Texas("City"), and CP&Y,Inc.("Professional")(individually,each a"Party"and collectively,"Parties"),acting by and through the Parties' authorized representatives. Recitals: WHEREAS, City desires to engage the services of Professional as an independent contractor and not as an employee in accordance with the terms and conditions set forth in this Agreement; and WHEREAS, Professional desires to render professional services in accordance with the terms and conditions set forth in this Agreement. NOW, THEREFORE, in exchange for the mutual covenants set forth herein and other valuable consideration, the sufficiency and receipt of which is hereby acknowledged, the Parties agree as follows: Article I Employment of Professional Professional will perform as an independent contractor for all services under this Agreement to the prevailing professional standards consistent with the level of care and skill ordinarily exercised by members of Professional's profession, both public and private, currently practicing in the same locality under similar conditions including but not limited to the exercise of reasonable, informed judgments and prompt, timely action. If Professional is representing this it has special expertise in one or more areas to be utilized in the performance of this Agreement,then Professional agrees to perform those special expertise services to the appropriate local, regional and national professional standards. Article II Term 2.1 The term of this Agreement shall begin on the last date of execution hereof by all parties hereto (the "Effective Date") and shall remain in effect for an estimated 90 days or until services are complete, including the time necessary to develop the project deliverables, subject to change upon request or mutual agreement(s). 2.2 Professional may terminate this Agreement by giving thirty(30)days prior written notice to City. In the event of such termination by Professional, Professional shall be entitled to compensation for services satisfactorily completed in accordance with this Agreement prior to the date of such termination. - 2.3 City may terminate this Agreement by giving ten (10)days prior written notice to Professional. In the event of such termination by City, Professional shall be entitled to compensation for services satisfactorily completed in accordance with this Agreement prior to the date of such termination. Upon receipt of such notice from City, Professional shall immediately terminate working on, placing orders or entering into contracts for supplies, assistance, facilities or materials in connection with this Agreement and shall proceed to promptly cancel all existing contracts insofar as they are related to this Agreement. 2.4 Upon notice of termination by Professional or City,Professional shall immediately surrender all project documents produced by Professional and its subcontractors up to and including the date on which termination notice was given. Article III Scope of Services 3.1 Professional shall perform the services specifically set forth in Exhibit A,attached hereto and incorporated herein by reference,entitled"Scope of Services." In case of conflict with the language of ExhibitA and the provisions of this Agreement,the provisions of this Agreement shall control. Any additional services require the prior approval of the City Council of the City. 3.2 The Parties acknowledge and agree that any and all opinions provided by Professional represent the best judgment of Professional. Article IV Schedule of Work 4.1 Professional agrees to commence services upon written direction from City and to complete the tasks set forth in Exhibit A, Scope of Services, in accordance with a work schedule established by City (the"Schedule"),which is attached hereto and incorporated as Exhibit A. 4.2 In the event Professional's performance of this Agreement is delayed or interfered with by acts of City or others,Professional may request an extension of time for the performance of same as hereinafter provided,and City shall determine whether to authorize any increase in fee or price, or to authorize damages or additional compensation as a consequence of such delays, within a reasonable time after receipt of Professional's request. 4.3 No allowance of any extension of time, for any cause whatsoever, shall be claimed or made by Professional, unless Professional shall have made written request upon City for such extension not later than five(5)business days after the occurrence of the cause serving as the basis for such extension request, and unless City and Professional have agreed in writing upon the allowance of such additional time. Page 2 of 11 City of Port Arthur, Texas Professional Services Agreement Article V Compensation and Method of Payment 5.1 City shall pay Professional for the services specifically as set forth in Exhibit A and in accordance with the Rate Schedule in an amount not to exceed$44,311.00 for said services. 5.2 Each month Professional shall submit to City an invoice supporting the amount for which payment is sought. Each invoice shall also state the percentage of work completed on the Project through the end of the then submitted billing period,the total of the current invoice amount, and a running total balance for the Project to date. 5.3 Within thirty (30) days of receipt of each such monthly invoice, City shall make monthly payments in the amount shown by Professional's approved monthly invoice and other documentation submitted. 5.4 Professional shall be solely responsible for the payment of all costs and expenses related to the services provided pursuant to this Agreement including, but not limited to, travel, copying and facsimile charges,reproduction charges, and telephone, internet,e-mail,and postage charges, except as set forth in Exhibit A. 5.5 Nothing contained in this Agreement shall require City to pay for any services that are unsatisfactory as determined by City or which is not performed in compliance with the terms of this Agreement, nor shall failure to withhold payment pursuant to the provisions of this section constitute a waiver of any right, at law or in equity, which City may have if Professional is in default, including the right to bring legal action for damages or for specific performance of this Agreement. Waiver of any default under this Agreement shall not be deemed a waiver of any subsequent default. Article VI Devotion of Time, Personnel,and Equipment 6.1 Professional shall devote such time as reasonably necessary for the satisfactory performance of the services under this Agreement. City reserves the right to revise or expand the scope of services after due approval by City as City may deem necessary, but in such event City shall pay Professional compensation for such services at mutually agreed upon charges or rates, a copy of the Rate Schedule is attached hereto as Exhibit A,and within the time schedule prescribed by City, and without decreasing the effectiveness of the performance of services required under this Agreement. In any event, when Professional is directed to revise or expand the scope of services under this Agreement, Professional shall provide City a written proposal for the entire costs involved in performing such additional services. Prior to Professional undertaking any revised or expanded services as directed by City under this Agreement, City must authorize in writing the nature and scope of the services and accept the method and amount of compensation and the time involved in all phases of the Project. Page 3 of 11 City of Port Arthur, Texas Professional Services Agreement 6.2 It is expressly understood and agreed to by Professional that any compensation not specified in this Agreement may require approval by the City Council of the City of Port Arthur and may be subject to current budget year limitations. 6.3 To the extent reasonably necessary for Professional to perform the services under this Agreement, Professional shall be authorized to engage the services of any agents, assistants, persons, or corporations that Professional may deem proper to aid or assist in the performance of the services under this Agreement. The cost of such personnel and assistance shall be borne exclusively by Professional. 6.4 Professional shall furnish the facilities,equipment,telephones,facsimile machines, email facilities, and personnel necessary to perform the services required under this Agreement unless otherwise provided herein. Article VII Relationship of Parties 7.1 It is understood and agreed by and between the Parties that in satisfying the conditions and requirements of this Agreement, Professional is acting as an independent contractor,and City assumes no responsibility or liability to any third party in connection with the services provided by Professional under this Agreement. All services to be performed by Professional pursuant to this Agreement shall be in the capacity of an independent contractor,and not as an agent, servant, representative, or employee of City. Professional shall supervise the performance of its services and shall be entitled to control the manner, means and methods by which Professional's services are to be performed, subject to the terms of this Agreement. As such, City shall not train Professional, require Professional to complete regular oral or written reports, require Professional to devote his full-time services to City, or dictate Professional's sequence of work or location at which Professional performs Professional's work, except as may be set forth in Exhibit A. Article VIII Insurance 8.1 Before commencing work, Professional shall, at its own expense, procure, pay for and maintain during the term of this Agreement the following insurance written by companies approved by the state of Texas and acceptable to City. Professional shall furnish to the City Manager certificates of insurance executed by the insurer or its authorized agent stating coverages, limits, expiration dates and compliance with all applicable required provisions. Certificates shall reference the project/contract number and be addressed as follows: City of Port Arthur, Texas Attention: Ronald Burton, City Manager 444 4th Street Port Arthur,Texas 77640-1089 Page 4 of 11 City of Port Arthur, Texas Professional Services Agreement A. Commercial General Liability insurance, including, but not limited to Premises/Operations, Personal & Advertising Injury, Products/Completed Operations, Independent Contractors and Contractual Liability, with minimum combined single limits of $500,000 per occurrence, $500,000 Products/Completed Operations Aggregate, and $500,000 general aggregate. Coverage must be written on an occurrence form. The General Aggregate shall apply on a per project basis. B. Workers' Compensation insurance with statutory limits; and Employers' Liability coverage with minimum limits for bodily injury: 1) by accident, $100,000 each accident, and 2) by disease, $100,000 per employee with a per policy aggregate of $500,000. C. Business Automobile Liability insurance covering owned, hired and non- owned vehicles, with a minimum combined bodily injury and property damage limit of $500,000 per occurrence. D. Professional Liability Insurance to provide coverage against any claim which the Professional and all professionals engaged or employed by the Professional become legally obligated to pay as damages arising out of the performance of professional services caused by error,omission or negligent act with minimum limits of$1,000,000 per claim, $1,000,000 annual aggregate NOTE:If the insurance is written on a claims-made form,coverage shall be continuous(by renewal or extended reporting period) for not less than thirty-six (36) months following completion of this Agreement and acceptance by City. 8.2 With reference to the foregoing required insurance, Professional shall endorse applicable insurance policies as follows: A. A waiver of subrogation in favor of City, its officials, employees, and officers shall be contained in the Workers' Compensation insurance policy. B. The City, its officials, employees and officers shall be named as additional insureds on the Commercial General Liability policy, by using endorsement CG2026 or broader. C. All insurance policies shall be endorsed to the effect that City will receive at least thirty (30)days notice prior to cancellation, non-renewal,termination, or material change of the policies. 8.3 All insurance shall be purchased from an insurance company that meets a financial rating of B+VI or better as assigned by A.M. Best Company or equivalent. Page 5 of 11 City of Port Arthur, Texas Professional Services Agreement Article IX Right to Inspect Records 9.1 Professional agrees that City shall have access to and the right to examine any directly pertinent books, documents, papers and records of Professional involving transactions relating to this Agreement. Professional agrees that City shall have access during normal working hours to all necessary Professional facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City shall give Professional reasonable advance notice of intended audits. 9.2 Professional further agrees to include in subcontract(s),if any,a provision that any subcontractor agrees that City shall have access to and the right to examine any directly pertinent books, documents, papers and records of such subcontractor involving transactions related to the subcontract, and further, that City shall have access during normal working hours to all such subcontractor facilities and shall be provided adequate and appropriate work space, in order to conduct audits in compliance with the provisions of this section. City shall give any such subcontractor reasonable advance notice of intended audits. Article X Miscellaneous 10.1 Entire Agreement. This Agreement and any and all Exhibits attached hereto constitutes the sole and only agreement between the Parties and supersedes any prior or contemporaneous understandings,written agreements or oral agreements between the Parties with respect to the subject matter of this Agreement. 10.2 Authorization. Each Party represents that it has full capacity and authority to grant all rights and assume all obligations granted and assumed under this Agreement. 10.3 Assignment. Professional may not assign this Agreement in whole or in part without the prior written consent of City. In the event of an assignment by Professional to which the City has consented, the assignee shall agree in writing with the City to personally assume, perform,and be bound by all the covenants and obligations contained in this Agreement. 10.4 Successors and Assigns. Subject to the provisions regarding assignment, this Agreement shall be binding on and inure to the benefit of the Parties and their respective heirs, executors,administrators, legal representatives, successors and assigns. 10.5 Governing Law and Exclusive Venue. The laws of the State of Texas shall govern this Agreement, and exclusive venue for any legal action concerning this Agreement shall be in a District Court with appropriate jurisdiction in Jefferson County, Texas. The Parties agree to submit to the personal and subject matter jurisdiction of said court. 10.6 Amendments. This Agreement may be amended only by the mutual written agreement of the Parties. Page 6 of 11 City of Port Arthur, Texas Professional Services Agreement 10.7 Severability. In the event any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid,illegal,or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision in this Agreement,and this Agreement shall be construed as if such invalid,illegal, or unenforceable provision had never been contained in this Agreement. 10.8 Survival of Covenants and Terms. Any of the representations, warranties, covenants,and obligations of the Parties,as well as any rights and benefits of the Parties,pertaining to a period of time following the termination of this Agreement shall survive termination, including,but not limited to, Section 3.3,Article X,and, in particular,Sections 10.13 and 10.14. 10.9 Recitals. The recitals to this Agreement are incorporated herein. 10.10 Notice. Any notice required or permitted to be delivered hereunder may be sent by first class mail, overnight courier or by confirmed telefax or facsimile to the address specified below, or to such other Party or address as either Party may designate in writing, and shall be _ deemed received three(3)days after delivery set forth herein: If intended for City: City of Port Arthur,Texas 444 4th Street Port Arthur,Texas 77640 Attn: Ronald Burton,City Manager Copy to: City of Port Arthur, Texas 444 4th Street Port Arthur,Texas 77640 Attn: Val Tizeno, City Attorney If intended for Professional: CP&Y,Inc. Texas First Bank Building 11757 Katy Fwy, Suite 1540 Houston,Texas 77079 Attn: Billy J.Black 10.11 Counterparts. This Agreement may be executed by the Partied hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original,but all such counterparts shall together constitute one and the same instrument. Each counterpart may consist of any number of copies hereof each.signed by less than all,but together signed by all of, the Parties hereto. 10.12 Exhibits. The exhibits attached hereto are incorporated herein and made a part hereof for all purposes. Page 7 of 11 City of Port Arthur, Texas Professional Services Agreement 10.13 Professional's Liability. Acceptance of the Project Documents by City shall not constitute nor be deemed a release of the responsibility and liability of Professional,its employees, associates, agents or subcontractors for the accuracy and competency of their designs, working drawings, specifications or other documents and work; nor shall such acceptance be deemed an assumption of responsibility by City for any defect in the Project Documents or other documents and work prepared by Professional, its employees,associates,agents or sub-consultants. 10.14 Indemnification. PROFESSIONAL AGREES TO INDEMNIFY AND HOLD HARMLESS CITY FROM AND AGAINST ANY AND ALL LIABILITIES, DAMAGES, CLAIMS,SUITS,COSTS(INCLUDING COURT COSTS,REASONABLE ATTORNEY'S FEES AND COSTS OF INVESTIGATION)AND ACTIONS BY REASON OF INJURY TO OR DEATH OF ANY PERSON OR DAMAGE TO OR LOSS OF PROPERTY TO THE EXTENT CAUSED BY PROFESSIONAL'S NEGLIGENT PERFORMANCE OF SERVICES UNDER THIS AGREEMENT OR BY REASON OF ANY ACT OR OMISSION ON THE PART OF PROFESSIONAL, ITS OFFICERS, DIRECTORS, SERVANTS, AGENTS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, SUBCONTRACTORS, LICENSEES, SUCCESSORS OR PERMITTED ASSIGNS (EXCEPT WHEN SUCH LIABILITY, CLAIMS, SUITS, COSTS, INJURIES, DEATHS OR DAMAGES ARISE FROM OR ARE ATTRIBUTED TO THE NEGLIGENCE OF THE CITY). IF ANY ACTION OR PROCEEDING SHALL BE BROUGHT BY OR AGAINST CITY IN CONNECTION WITH ANY SUCH LIABILITY OR CLAIM, THE PROFESSIONAL, ON NOTICE FROM CITY, SHALL DEFEND SUCH ACTION OR PROCEEDINGS AT PROFESSIONAL'S EXPENSE, BY OR THROUGH ATTORNEYS REASONABLY SATISFACTORY TO CITY. PROFESSIONAL'S OBLIGATIONS UNDER THIS SECTION SHALL NOT BE LIMITED TO THE LIMITS OF COVERAGE OF INSURANCE MAINTAINED OR REQUIRED TO BE MAINTAINED BY PROFESSIONAL UNDER THIS AGREEMENT. IF THIS AGREEMENT IS A CONTRACT FOR ENGINEERING OR ARCHITECTURAL SERVICES, THEN THIS SECTION IS LIMITED BY, AND TO BE READ AS BEING IN COMPLIANCE WITH, THE INDEMNITY SPECIFIED IN § 271.904 OF THE TEXAS LOCAL GOVERNMENT CODE, AS AMENDED. THIS SECTION SHALL SURVIVE TERMINATION OF THIS AGREEMENT 10.15 Conflicts of Interests. Professional represents that no official or employee of City has any direct or indirect pecuniary interest in this Agreement. Any misrepresentation by Professional under this section shall be grounds for termination of this Agreement and shall be grounds for recovery of any loss, cost, expense or damage incurred by City as a result of such misrepresentation. 10.16 Default. If at any time during the term of this Agreement, Professional shall fail to commence the services in accordance with the provisions of this Agreement or fail to diligently provide services in an efficient, timely and careful manner and in strict accordance with the provisions of this Agreement or fail to use an adequate number or quality of personnel to complete the services or fail to perform any of Professional's obligations under this Agreement, then City shall have the right, if Professional shall not cure any such default after thirty (30) days written notice thereof, to terminate this Agreement. Any such act by City shall not be deemed a waiver Page 8 of 11 City of Port Arthur, Texas Professional Services Agreement of any other right or remedy of City. If after exercising any such remedy due to Professional's nonperformance under this Agreement, the cost to City to complete the services to be performed under this Agreement is in excess of that part of the contract sum which as not theretofore been paid to Professional hereunder, Professional shall be liable for and shall reimburse City for such excess costs. 10.17 Confidential Information. Professional hereby acknowledges and agrees that its representatives may have access to or otherwise receive information during the furtherance of Professional's obligations in accordance with this Agreement, which is of a confidential, non- public or proprietary nature. Professional shall treat any such information received in full confidence and will not disclose or appropriate such Confidential Information for Professional's own use or the use of any third party at any time during or subsequent to this Agreement. As used herein,"Confidential Information"means all oral and written information concerning the City, its affiliates and subsidiaries, and all oral and written information concerning City or its activities, that is of a non-public,proprietary or confidential nature including,without limitation,information pertaining to customer lists, services,methods,processes and operating procedures, together with all analyses,compilations,studies or other documents,whether prepared by Professional or others, which contain or otherwise reflect such information. The term "Confidential Information" shall not include such information that is or becomes generally available to the public other than as a result of disclosure to Professional, or is required to be disclosed by a governmental authority under applicable law. 10.18 Remedies. No right or remedy granted or reserved to the Parties is exclusive of any other right or remedy herein by law or equity provided or permitted;but each right or remedy shall be cumulative of every other right or remedy given hereunder. No covenant or condition of this Agreement may be waived without written consent of the Parties. Forbearance or indulgence by either Party shall not constitute a waiver of any covenant or condition to be performed pursuant to this Agreement. 10.19 No Third Party Beneficiary. For purposes of this Agreement, including the intended operation and effect of this Agreement, the Parties specifically agree and contract that: (1) this Agreement only affects matters 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 notwithstanding the fact that such third person or entity may be in contractual relationship with City or Professional 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 owing by them to either City or Professional. [The Remainder of this Page Intentionally Left Blank] Page 9 of 11 City of Port Arthur, Texas Professional Services Agreement EXECUTED this day of ,2023. CITY: CITY OF PORT ARTHUR,TEXAS, A Texas home-rule municipality, By: Ronald Burton,City Manager ATTEST: Sherri Bellard,City Secretary APPROVED AS TO FORM: Val Tizeno,City Attorney EXECUTED this day of , 2023. PROFESSIONAL: CP&Y,Inc. By: Page 10 of 11 City of Port Arthur, Texas Professional Services Agreement Exhibit A Scope of Services/Schedule Page llofl1 City of Port Arthur, Texas Professional Services Agreement • EXHIBIT A DRAFT SCOPE OF WORK PORT ARTHUR WATER PURIFICATION ELECTRICAL ASSESSMENT PROJECT BACKGROUND The City of Port Arthur(OWNER)owns and operates the Port Arthur Water Purification Plant located at 1101 H 0 Mills Boulevard,Port Arthur,Texas. The WTP was built in 1999. Recently, there have been two transfer switch failures. The first event occurred in 2021 at the Filter Complex Electrical Building. The second event occurred in July 2022 at the A&B Loop Transfer Switch 1, located at the High Service Pump MCC Building. As a result,the OWNER desires to have a complete electrical assessment of the plant performed. PROJECT DESCRIPTION CP&Y (ENGINEER) will provide professional engineering services for an electrical power system and lighting assessment. The project objectives include performance of a site visit to observe the condition of the existing equipment and lighting, review of available data, evaluation of the one-line diagram (s), and recommendations for replacement of lighting and electrical improvements, including development of an opinion of probable construction cost. A detailed scope of work is provided below: SCOPE OF SERVICES The scope of the project includes the following tasks: A.Project Management and Progress Reporting: 1. The ENGINEER shall provide project management as required to successfully complete the scope of services. 2. Monthly Progress Reporting: The ENGINEER shall prepare and submit to OWNER monthly invoices, that include a progress report and the overall percent complete for each major task. 3. Quality Assurance and Quality Control: Deliverables shall be reviewed by ENGINEER's technical advisors and/or senior technical staff for quality assurance and quality control (QA/QC)purposes prior to delivery to the OWNER. 4. Schedule: ENGINEER shall provide a project schedule prior to the project kickoff meeting. 11/30/2022 Engineering Services Contract Page 1 B. Electrical Evaluation: 1. Kickoff Meeting: ENGINEER shall conduct a project initiation meeting to review the scope and clarify OWNER's requirements for the project, review pertinent available data, review project staffing and organization, and review initial work schedule. 2. Data Collection and Field Investigation: a. ENGINEER will request and review available data and previous reports and construction record drawings. b. ENGINEER will conduct a field evaluation to observe and document the condition of the existing electrical system and plant lighting. CP&Y will be assisted in the field evaluation by Electrical Specialties, Inc. 3. Draft Electrical Assessment Report and Review Meeting ENGINEER to prepare and present the Draft Electrical Assessment Report including proposed recommendations with the OWNER. It is assumed that the review meeting will be held via conference call using Microsoft Teams. ENGINEER will prepare a meeting summary to document discussion, decisions, and action items. Draft Report will be submitted electronically in pdf format. 4. Final Electrical Assessment Report Development ENGINEER shall incorporate OWNER comments into the final report. Final Report will be submitted electronically in pdf format. Completion Time: 90 working days from NTP 11/30/2022 Engineering Services Contract Page 2 EXHIBIT B COMPENSATION PORT ARTHUR WATER PURIFICATION ELECTRICAL ASSESSMENT Under the terms of this Contract, the ENGINEER agrees to perform the work and services described in this Contract. OWNER agrees, in accordance with the limitations and conditions set forth in the Contract,to pay a lump sum amount not to exceed$42,811.00. B.I. Basic Work and Services Compensation for basic services may not exceed $42,811.00 without prior written agreement amending the Contract Terms. Partial payments of the not to exceed amounts for each task will be invoiced on a percent complete basis. Not to exceed amounts below are accumulative for successive tasks. A summary of the Fee Estimate is as follows: Project Management and Progress Reporting $3,616.00 Electrical Evaluation $40,695.00 Total $44,311.00 11/30/2022 Engineering Services Contract Page 3