March Board Meeting Documents

damages, losses and expenses caused to PEDC by reason of the Contractor’s breach of this
contract or his failure to comply strictly and in all things with this contract and the plans and
specifications.

Under no circumstances, condition or situation shall PEDC be liable or obligated
without the express approval of PEDC Board of Directors to pay to the Contractor any
additional compensation for any “extra”, “additions”, “modification”, or “changes”, nor
“extra work”, or “additional work”, as those terms have been defined in City of Houston v.
Fuller (Ct. App., Houston) 311 S.W. 2d 285, n.w.h. it being the intent of the parties hereto
that the total bid price of said Contractor as submitted shall be the total compensation to be
paid under the terms of this contractor, notwithstanding any other provision contained in
general specifications or other proposals, the terms and provisions of this contract shall
govern.

It is expressly agreed that under no circumstances or situations shall notice of any
kind to the Director or to any agent or representative of PEDC other than PEDC Board of
Directors be construed or considered as notice to PEDC.

Under no circumstances, condition or situation shall PEDC be held to have ratified
any breach of this contract or failure of the Contractor to comply strictly with each and all the
terms and provisions of this contract and of the plans, specifications and drawings made a
part hereof and no act or omission on the part of PEDC or of the Director or of any agent or
representative of PEDC in connection with this contact or the performance hereof ever be
held to work an estoppel upon PEDC.

No waiver of any of the terms or conditions of this contract or of the plans, drawings
or specifications shall be binding upon PEDC unless the same is in writing and is expressly
authorized by an Amendment of PEDC Board.

It is expressly agreed that all circumstances, conditions and situations arising under
this contract shall be more strongly construed against the Contractor and his surety then
PEDC.

Any ambiguity or uncertainty in the plans, drawings or specifications shall be
interpreted and construed by the Director and his decision shall be final and binding upon all
parties.

The invalidity or illegality of any term, provision or condition of this contract or of
the specifications attached hereto shall not in any manner affect, invalidate or annul any other
term, provision or condition hereof.

10. Whenever payments of this contract are being made wholly or partially from a
fund or funds received by PEDC as a grant from any agency of the United States of America
and payment of the final estimate is not made within the specified time by reason of the fact
that funds therefore have not been received from such Federal Agency, the time for payment
of such final estimate shall be extended until such time funds are received from such Federal
Agency. Under no condition or consideration shall PEDC be liable for any interest upon
payments due the Contractor where the delay or delays past the due dates of such payment or
payments are due directly or indirectly to any act or omission upon the part of any agency of
the United States of America, including delay or non-payment of amount under any Grant or
Grants. Under no condition or circumstances shall PEDC be liable to the Contractor or his
Surety for any part of any such grant and the Contractor and surety shall not be paid for the

6 of 8

proportionate part of said work covered by said grant, except with moneys delivered to
PEDC by the agency of the United States of America as part of said grant.

11. The plans, profiles, specifications, notice to bidders and the Contractor’s bid
proposal on file in the office of the Director or PEDC are here referred to and made part of
this contract. Copies of the notice to bidders and Contractor’s bid proposal and copies of the
following specifications are hereto attached and subject to the provision of Section 9 hereof,
are made a part hereof.

**SEE FEDERAL AND OTHER APPLICABLE REQUIREMENTS TO
THIS PROJECT INCORPORATED IN THE SPECIFICATION.

(a) Specifications, ____PEDC _________ “General Conditions”.

(b) Affidavit of non-interest on part of PEDC employees and officials.

(c) All of those specifications and drawings, which are referred to in the Contractor’s
bid proposal attached to and made a part of this contract.

The provisions of this contract shall control any inconsistent provisions contained in
the specifications. All plans and specifications have been read and carefully considered by
the Contractor, who understands the same and agrees to their sufficiency for the work to be
done. The Contractor has carefully examined the surface and subsurface of the site and has
made sufficient test holes to satisfy himself fully that such site is a correct and suitable one
for this work and he assumes full responsibility therefore.

12. Wherever in any specification the term “Director” is used, it will be understood as
meaning the same person as the “Director of Project Development”. Wherever the work
“Contractor” is used in this contract or any specification, the same shall be construed to
include his agents, servants, employees, assigns and legal representatives unless the context
discloses clearly that the Contractor alone is meant.

13. All applicable provision of the Revised Civil Statutes of the State of Texas, as
amended, and all provisions of the Charter and Ordinances of the City, relating to public
improvements and all resolutions and ordinances passed by said PEDC Board to effectuate
this contract are here referred to and made a part hereof.

14. This contract and all obligation created hereunder shall be performable in Harris
County, Texas.

15. PEDC and Contractor hereby mutually agree that all invoices are hereby
incorporated into and made a part of this contract. All invoices on said project shall dictate
the kind of project for sales tax purposes and all materials purchased for said project are
purchased for resale to PEDC. PEDC agrees to give contractor an exemption certificate for
all materials which become part of and are incorporated into the completed project if the
invoices clearly identify such materials.

16. Pursuant to the requirements of House Bill 1295, 84th Legislative Session,
this contract is contingent upon the business entity's completion of the required Form
1295, Certificate of Interested Parties, if applicable.

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IN TESTIMONY WHEREOF, this instrument has been executed on behalf of said
Contractor by the undersigned representative hereto duly authorized and the said Second
Century Corporation has caused the same to be signed this ________ day of _____________,
201__, pursuant the terms of an Agreement passed by PEDC Board.

PEDC ATTEST:

______________________________ ______________________________
EXECUTIVE DIRECTOR

________________________________ ______________________________
CONTRACTOR
APPROVED:
BY___________________________
_________________________________
________________________ ATTEST AND SEAL
DIRECTOR OF PROJECT
DEVELOPMENT ______________________________
____________________________

CONTRACTOR SECRETARY

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TO: Board of Directors
FROM: Carlos Guzman
DATE: March 22, 2019
SUBJECT: Loflin Environmental Services-Professional Services Related to Demolition for
High-Rise Building at 1001 Southmore Ave.

SUMMARY: Staff is requesting approval to negotiate and execute an agreement for
professional and consulting services with Loflin Environmental Service. As a best practice,
property owners hire third party firms to perform, inspections, and air monitoring to ensure that
all steps are being properly followed when a property is being disposed. Based on the
professional opinion of qualified City Staff, the EDC Staff is recommending Loflin Environmental
Services.

COMPANY BACKGROUND: The company has extensive experience and expertise in
conducting indoor air quality investigations, health and safety program monitoring, surveys for
the identification of asbestos, evaluation of environmental containment systems and industrial
hygiene surveys for manufacturing facilities, U.S. government facilities, and industrial facilities
such as refineries and other chemical production plants. Loflin Environmental Service has an
extensive history of working on City of Pasadena projects such as Fire Station # 2 on Witter and
Fire Station # 5 on Pansy.

STRATEGIC PLAN JUSTIFICATION: Sections 4.2 – Explore options for redeveloping Pasadena
Town Square; 4.3.4 – Prioritize future programs and
investments to support corridor redevelopment.

CURRENT ACTION: Authorize Staff to negotiate and execute an agreement
with Loflin Environmental Services, Inc. for professional and
consulting services, for the High-Rise Building at 1001
Southmore Avenue (CIP# M039) in the amount of
$22,250.00

BUDGET FUNDING: EDCM039 - 7998

ATTACHMENTS: 1 – Draft Agreement
2 – Statement of Qualifications

AGREEMENT FOR PROFESSIONAL SERVICES

THE STATE OF TEXAS

COUNTY OF HARRIS

THIS AGREEMENT (the “Agreement”) made, entered into and executed by and between Pasadena
Economic Development Corporation, a Type B economic development corporation, hereinafter
called “PEDC” and Loflin Environmental Services, Inc., hereinafter called “CONSULTANT”.

WITNESSETH, that PEDC intends to plan, develop and make certain improvements generally
described as:

CIP Project Identification No. M039
Asbestos Abatement Consulting and Monitoring Services for

Demolition of High Rise Building at 1001 Southmore
In the City of Pasadena, Texas

WITNESSETH, that this Agreement deals with providing professional services related to asbestos
consulting services for 1001 Southmore Building.

WHEREAS, the PEDC desires that the CONSULTANT perform certain professional services in
connection with the Project(s); and

WHEREAS, the CONSULTANT represents that it is qualified and desires to perform such services;

NOW, THEREFORE, the PEDC and the CONSULTANT, in consideration of the mutual covenants
and agreements herein contained, do mutually agree as follows:

SECTION I

SCOPE OF AGREEMENT

The CONSULTANT agrees to perform professional services in connection with the Project(s) as
stated in the sections to follow, and for having rendered such services; the PEDC agrees to pay to
the CONSULTANT compensation as stated in the sections to follow.

SECTION II

CHARACTER AND EXTENT OF SERVICES

The CONSULTANT shall render the following professional services in connection with the
Project(s):

Upon this Agreement becoming effective and upon written authorization from PEDC,
CONSULTANT shall proceed with the professional services which include:

a. Prepare Project Specifications;

1

b. Project Management/Inspections/Air Monitoring;
c. Asbestos Air Monitoring – Vapor Barrier Mastic Segregation/Disposal

d. Prepare Final Report;

SECTION III

TIME FOR PERFORMANCE

The CONSULTANT shall complete the services as called for in Section II Part c of this Agreement
in the number of calendar days for the completion of asbestos abatement project from the date of
authorization to proceed. Final Report will be submitted within ten (10) calendar days from
completion of the asbestos abatement project.

SECTION IV

THE CONSULTANT’S COMPENSATION

For and in consideration of the services rendered by the CONSULTANT, the PEDC shall pay to the
CONSULTANT a not to exceed reimbursable amount of $22,250.00. Details are as follows:

ITEM PROJECT BUDGETED
AMOUNT
1 Asbestos Air Monitoring – Vapor Barrier Mastic Segregation/Disposal
(Estimated 54 Days @ $375.00/Day) $20,250.00

2 Site Air Monitoring $1,500.00
$500.00
2 Final Report
$22,250.00
TOTAL (NOT TO EXCEED) BUDGETED AMOUNT

SECTION V

TIME OF PAYMENT

On or about the last day of each calendar month during the performance of the services to be
provided under this Agreement, the CONSULTANT, shall submit to the Director of Project
Development a statement sworn to by the CONSULTANT, in a form acceptable to the Director of
Project Development, setting forth the percentage of the services provided for by this Agreement
which were completed during such calendar month and the compensation which is due for the same
plus the amounts payable under Section XIV (Additional Services and Charges) which have not
been previously billed or paid. The CONSULTANT shall retain its records available for inspection
during regular business hours by officials of the PEDC. The Director of Project Development may
review the said statements, and approve them with such modifications as may be deemed
appropriate, within 30 days of receipt. The PEDC shall pay each such statement as approved by the
Director of Project Development within thirty (30) days after the Director of Project Development
approval of the same.

2

SECTION VI

TERMINATION

The PEDC may terminate this Agreement at any time by notice in writing to the CONSULTANT.
Upon receipt of such notice, the CONSULTANT shall discontinue all services in connection with
the performance of this Agreement and shall proceed to promptly cancel all existing orders and
contracts insofar as such orders or contracts are chargeable to this Agreement. As soon as
practicable after receipt of notice of termination, CONSULTANT shall submit a statement, showing
in detail the services performed under this Agreement to the date of termination. Upon agreement
by the PEDC and CONSULTANT of the detailed statement of services performed under this
Agreement to date of termination, the PEDC will then pay the CONSULTANT that proportion of
the prescribed charges which the services actually performed under this Agreement bear to the total
services called for under this Agreement, less such payments on account or the charges as have been
previously made. Copies of all completed or partially completed designs, drawings and
specifications prepared under this Agreement shall be delivered to the PEDC when and if this
Agreement is terminated.

SECTION VII

ADDRESS OF NOTICE AND COMMUNICATION

All notices and communications under this Agreement shall be mailed by certified mail, return
receipt requested, or delivered to CONSULTANT at the following address:

Loflin Environmental Services, Inc.
Attn: Christopher H. Songster,

Senior Environmental Consultant
2020 Montrose

Houston, Texas 77006

All notices and communications under this Agreement shall be mailed by certified mail, return
receipt requested, or delivered to the PEDC at the following address:

Pasadena Economic Development Corporation
1149 Ellsworth Drive
Pasadena, Texas 77506

Attention: Steve Cote, President

SECTION VIII

SUCCESSORS AND ASSIGNS

The PEDC and the CONSULTANT bind themselves and their successors, executors, administrators
and assigns to the other party of this Agreement and to the successors, executors, administrators and
assigns of such other party, in respect to all covenants of this Agreement. Neither the PEDC nor the
CONSULTANT shall assign, sublet or transfer its or his interest in this Agreement without the prior

3

written consent of the other. Nothing herein shall be construed, as creating any personal liability on
the part of any officer or agent of any public body that may be a party hereto.

SECTION IX

COMPLIANCE AND STANDARDS

The CONSULTANT agrees to perform the work hereunder in accordance with generally accepted
standards applicable thereto, and shall use that degree of care and skill commensurate with the
consulting profession to comply with all applicable state, federal and local laws, ordinances, rules
and regulations relating to the work to be performed hereunder and CONSULTANT’s performance.

SECTION X

OWNERSHIP OF DOCUMENTS, COPYRIGHT

The PEDC shall be the absolute and unqualified owner of all drawings, preliminary layouts, record
drawings, sketches and other documents prepared pursuant to this Agreement by the
CONSULTANT with the same force and effect as if the PEDC prepared the same. Copies of all
complete or partially completed mylar reproducibles, preliminary layouts, record drawings, sketches
and other documents prepared pursuant to this Agreement shall be delivered to PEDC when and if
this Agreement is terminated or upon completion of this Agreement, whichever occurs first. The
CONSULTANT may retain one (1) set of reproducible copies and the same data in electronic file
and format and such copies shall be for the CONSULTANT’s sole use in preparation of studies or
reports for PEDC only. The CONSULTANT is expressly prohibited from selling, licensing or
otherwise marketing or donating such documents, or using such documents in the preparation of
other work for any other client, without the prior express written permission of the PEDC. Reuse by
the PEDC without specific written adaptation by CONSULTANT shall be without liability to the
CONSULTANT.

SECTION XI

INDEMNIFICATION

THE CONSULTANT SHALL SAVE AND HOLD HARMLESS THE PEDC FROM AND
AGAINST ALL CLAIMS AND LIABILITY DUE TO ACTIVITIES OF THE
CONSULTANT, ITS AGENTS OR EMPLOYEES, PERFORMED UNDER THIS
AGREEMENT AND WHICH RESULT FROM ANY NEGLIGENT ACT, ERROR, OR
OMISSION OF THE CONSULTANT OR OF ANY PERSON EMPLOYED BY THE
CONSULTANT. THE CONSULTANT SHALL ALSO SAVE HARMLESS THE PEDC
FROM AND AGAINST ANY AND ALL EXPENSES, INCLUDING ATTORNEY’S FEES
WHICH MIGHT BE INCURRED BY THE PEDC, IN LITIGATION OR OTHERWISE
RESISTING SAID CLAIMS OR LIABILITIES WHICH MIGHT BE IMPOSED ON THE
PEDC AS THE RESULT OF SUCH ACTIVITIES BY THE CONSULTANT, ITS AGENTS
OR EMPLOYEES.

4

SECTION XII

MODIFICATIONS

This instrument contains the entire Agreement between the parties related to the rights herein
granted and obligations herein assumed. Any oral or written representations or modifications
concerning this instrument shall be of no force and effect excepting a subsequent modification in
writing signed by both parties.

SECTION XIII

FORCE MAJEURE

In the event either party is rendered unable, wholly or in part, by force majeure, to carry out any of
its obligations under this Agreement, it is agreed that on such party’s giving notice and full
particulars of such force majeure in writing or by telegraph to the other party as soon as possible
after the occurrence of the cause relied upon, then the obligations of the party giving such notice, to
the extent that due diligence is being used to resume performance at the earliest practicable time,
shall be suspended during the continuance of any inability so caused as to the extent provided, but
for no longer period. Such cause shall as far as possible be remedied with all reasonable dispatch.

The term “force majeure”, as used herein, shall include, but not be limited to acts of God, acts of
public enemy, war, blockades, insurrections, riots, epidemics, landslides, lightning, earthquakes,
fires, storms, floods, washouts, tornadoes, hurricanes, arrests and restraints of government and
people, explosions, breakage or damage to machinery or equipment and any other inability’s of
either party, whether similar to those enumerated or otherwise, and not within the control of the
party claiming such inability, which by the exercise of due diligence and care such party could not
have avoided.

SECTION XIV

ADDITIONAL AUTHORIZED SERVICES
(TO BE PERFORMED DURING DEMOLITION PHASE)

The CONSULTANT, upon prior written authorization from the PEDC, shall furnish additional
services during demolition phase of the project, and the PEDC shall compensate the
CONSULTANT for the services rendered.

It is expressly understood and agreed that CONSULTANT shall not furnish any additional services
without the prior written authorization of the PEDC. The PEDC shall have no obligation to pay for
such additional services that have been performed without prior written authorization of the PEDC
as hereinabove provided. The total of these Additional Services shall not exceed $38,502.00. Details
of the additional Services are as follows:

Additional Services Amount
$4,450.00
Misc Services $4,450.00
Total

5

The Director of Project Development may authorize the transfer of funds between basic services
and additional services, and/or the transfer of funds between the categories of additional services
when necessary to continue service, provided the total funds authorized do not exceed the total
amount appropriated by the PEDC Board.

SECTION XV

ENTIRE AGREEMENT

This instrument consists of pages 1 to 6 inclusive and constitutes the entire Agreement between the
OWNER and CONSULTANT and supersedes all prior written or oral understandings.

IN TESTIMONY OF WHICH, this instrument has been executed by the CONSULTANT on this
the ____day of __________, 2019, and has been executed on behalf of PEDC by its Executive
Director, this______ day of ______________, 2019, in two (2) copies, each of which shall be an
original, all of equal force and effect.

PASADENA ECONOMIC DEVELOPMENT CORPORATION:

__________________________________________ ________________________
CARLOS GUZMAN, EXECUTIVE DIRECTOR DATE

LOFLIN ENVIRONMENTAL SERVICES, INC.:

_________________________________________ _______________________
DATE

6





TO: Board of Directors
FROM: Carlos Guzman
DATE: March 22, 2019
SUBJECT: Provide professional services related to project management services for
Demolition of High-Rise Building at 1001 Southmore Avenue

SUMMARY: Staff is requesting approval to negotiate and execute an agreement for
professional and management services with ERC Environmental and Construction Services, Inc.

As a best practice, property owners hire third party firms to provide an on-site full-time
professional to monitor contractors, and be a liaison between the property owner, contractor
and regulatory agencies. They also insure all permits, licensing and other regulatory
requirements are met by both Demolition and Demolition work team and insure that all
required documentation is on the job site at all times. Based on the professional opinion of
qualified City Staff, the EDC Staff is recommending ERC Environmental and Construction
Services, Inc.

COMPANY BACKGROUND: ERC Environmental & Construction Services Inc. Established in 1991
in Houston, Texas has extensive experience in dealing with complex projects. It has previous
experience with Harris County Department of Education, Environmental Engineering May 2018
and the Remediation of Ellington Hangar Offices in March 2018.

STRATEGIC PLAN JUSTIFICATION: Section 4.2 – Explore options for redeveloping Pasadena
CURRENT ACTION: Town Square; 4.3.4 – Prioritize future programs and
investments to support corridor redevelopment.
BUDGET FUNDING:
ATTACHMENTS: Authorize Staff to negotiate and execute an agreement
with ERC Environmental and Construction Services, Inc.
to provide project management services for the
demolition of the High-Rise Building at 1001 Southmore
Avenue (CIP# M039) in the amount of $48,000.00.

EDCM039 - 7998

1 – Draft Agreement

AGREEMENT FOR PROFESSIONAL SERVICES

THE STATE OF TEXAS

COUNTY OF HARRIS

THIS AGREEMENT (the “Agreement”) made, entered into and executed by and between Pasadena
Economic Development Corporation, a Type B economic development corporation, hereinafter
called “PEDC” and ERC Environmental and Construction Services, Inc. (dba ERC), hereinafter
called “CONSULTANT”.

WITNESSETH, that PEDC intends to plan, develop and make certain improvements generally
described as:

CIP Project Identification No. M039
Project Management Services for Demolition

of High Rise Building at 1001 Southmore
In the City of Pasadena, Texas

WITNESSETH, that this Agreement deals with providing professional services related to project
management services for 1001 Southmore Building.

WHEREAS, the PEDC desires that the CONSULTANT perform certain professional services in
connection with the Project(s); and

WHEREAS, the CONSULTANT represents that it is qualified and desires to perform such services;

NOW, THEREFORE, the PEDC and the CONSULTANT, in consideration of the mutual covenants
and agreements herein contained, do mutually agree as follows:

SECTION I

SCOPE OF AGREEMENT

The CONSULTANT agrees to perform professional services in connection with the Project(s) as
stated in the sections to follow, and for having rendered such services; the PEDC agrees to pay to
the CONSULTANT compensation as stated in the sections to follow.

SECTION II

CHARACTER AND EXTENT OF SERVICES

The CONSULTANT shall render the following professional services in connection with the
Project(s):

Upon this Agreement becoming effective and upon written authorization from PEDC,
CONSULTANT shall proceed with the professional services which include:

a. Review site specific contractor’s Health and Safety Plan;
1

b. Attend weekly Progress meeting as applicable ;

c. Provide full-time, on-site Texas Department of State Health Services (DSHS)

d. Licensed Project Manager for inspection of contractors work for compliance with

specifications and regulations ;

e. Review consultant daily routing and air monitoring result ;

f. Provide liaison services between owner, contractor, and regulatory agencies;

g. Insure all permits, licensing and other regulatory requirements are met by the both

Demolition and Demolition work team; and

h. Insure all required documentation is on the job site at all times.

PROJECT CLOSE OUT
Collect all the project documentation from the Project Team for delivery to the City- One
(1) electronic copy (PDF format) and two (2) hard copies of the project documentation /
closeout to include ERC’ s weekly reports; and Consultant, and Demolition closeout
documentation.

SECTION III

TIME FOR PERFORMANCE

The CONSULTANT shall complete the services as called for in Section II of this Agreement in the
number of calendar days for the completion of demolition project from the date of authorization to
proceed.

SECTION IV

THE CONSULTANT’S COMPENSATION

For and in consideration of the services rendered by the CONSULTANT, the PEDC shall pay to the
CONSULTANT a not to exceed reimbursable amount of $48,000.00. Details are as follows:

ITEM PROJECT BUDGETED
AMOUNT
1 Demolition Oversight (Based on 60 work days @ $800.00/day) $48,000.00
TOTAL (NOT TO EXCEED) BUDGETED AMOUNT
$48,000.00

SECTION V

TIME OF PAYMENT

On or about the last day of each calendar month during the performance of the services to be
provided under this Agreement, the CONSULTANT, shall submit to the Director of Project
Development a statement sworn to by the CONSULTANT, in a form acceptable to the Director of
Project Development, setting forth the percentage of the services provided for by this Agreement

2

which were completed during such calendar month and the compensation which is due for the same
plus the amounts payable under Section XIV (Additional Services and Charges) which have not
been previously billed or paid. The CONSULTANT shall retain its records available for inspection
during regular business hours by officials of the PEDC. The Director of Project Development may
review the said statements, and approve them with such modifications as may be deemed
appropriate, within 30 days of receipt. The PEDC shall pay each such statement as approved by the
Director of Project Development within thirty (30) days after the Director of Project Development
approval of the same.

SECTION VI

TERMINATION

The PEDC may terminate this Agreement at any time by notice in writing to the CONSULTANT.
Upon receipt of such notice, the CONSULTANT shall discontinue all services in connection with
the performance of this Agreement and shall proceed to promptly cancel all existing orders and
contracts insofar as such orders or contracts are chargeable to this Agreement. As soon as
practicable after receipt of notice of termination, CONSULTANT shall submit a statement, showing
in detail the services performed under this Agreement to the date of termination. Upon agreement
by the PEDC and CONSULTANT of the detailed statement of services performed under this
Agreement to date of termination, the PEDC will then pay the CONSULTANT that proportion of
the prescribed charges which the services actually performed under this Agreement bear to the total
services called for under this Agreement, less such payments on account or the charges as have been
previously made. Copies of all completed or partially completed designs, drawings and
specifications prepared under this Agreement shall be delivered to the PEDC when and if this
Agreement is terminated.

SECTION VII

ADDRESS OF NOTICE AND COMMUNICATION

All notices and communications under this Agreement shall be mailed by certified mail, return
receipt requested, or delivered to CONSULTANT at the following address:

ERC Environmental & Construction Services, Inc.
Attn: Kommy Azarpour, President
10801 Hammerly Boulevard
Suite 100
Houston, Texas 77043

All notices and communications under this Agreement shall be mailed by certified mail, return
receipt requested, or delivered to the PEDC at the following address:

Pasadena Economic Development Corporation
1149 Ellsworth Drive
Pasadena, Texas 77506

Attention: Steve Cote, President

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SECTION VIII

SUCCESSORS AND ASSIGNS

The PEDC and the CONSULTANT bind themselves and their successors, executors, administrators
and assigns to the other party of this Agreement and to the successors, executors, administrators and
assigns of such other party, in respect to all covenants of this Agreement. Neither the PEDC nor the
CONSULTANT shall assign, sublet or transfer its or his interest in this Agreement without the prior
written consent of the other. Nothing herein shall be construed, as creating any personal liability on
the part of any officer or agent of any public body that may be a party hereto.

SECTION IX

COMPLIANCE AND STANDARDS

The CONSULTANT agrees to perform the work hereunder in accordance with generally accepted
standards applicable thereto, and shall use that degree of care and skill commensurate with the
consulting profession to comply with all applicable state, federal and local laws, ordinances, rules
and regulations relating to the work to be performed hereunder and CONSULTANT’s performance.

SECTION X

OWNERSHIP OF DOCUMENTS, COPYRIGHT

The PEDC shall be the absolute and unqualified owner of all drawings, preliminary layouts, record
drawings, sketches and other documents prepared pursuant to this Agreement by the
CONSULTANT with the same force and effect as if the PEDC prepared the same. Copies of all
complete or partially completed mylar reproducibles, preliminary layouts, record drawings, sketches
and other documents prepared pursuant to this Agreement shall be delivered to PEDC when and if
this Agreement is terminated or upon completion of this Agreement, whichever occurs first. The
CONSULTANT may retain one (1) set of reproducible copies and the same data in electronic file
and format and such copies shall be for the CONSULTANT’s sole use in preparation of studies or
reports for PEDC only. The CONSULTANT is expressly prohibited from selling, licensing or
otherwise marketing or donating such documents, or using such documents in the preparation of
other work for any other client, without the prior express written permission of the PEDC. Reuse by
the PEDC without specific written adaptation by CONSULTANT shall be without liability to the
CONSULTANT.

SECTION XI

INDEMNIFICATION

THE CONSULTANT SHALL SAVE AND HOLD HARMLESS THE PEDC FROM AND
AGAINST ALL CLAIMS AND LIABILITY DUE TO ACTIVITIES OF THE
CONSULTANT, ITS AGENTS OR EMPLOYEES, PERFORMED UNDER THIS
AGREEMENT AND WHICH RESULT FROM ANY NEGLIGENT ACT, ERROR, OR
OMISSION OF THE CONSULTANT OR OF ANY PERSON EMPLOYED BY THE
CONSULTANT. THE CONSULTANT SHALL ALSO SAVE HARMLESS THE PEDC
FROM AND AGAINST ANY AND ALL EXPENSES, INCLUDING ATTORNEY’S FEES

4

WHICH MIGHT BE INCURRED BY THE PEDC, IN LITIGATION OR OTHERWISE
RESISTING SAID CLAIMS OR LIABILITIES WHICH MIGHT BE IMPOSED ON THE
PEDC AS THE RESULT OF SUCH ACTIVITIES BY THE CONSULTANT, ITS AGENTS
OR EMPLOYEES.

SECTION XII

MODIFICATIONS

This instrument contains the entire Agreement between the parties related to the rights herein
granted and obligations herein assumed. Any oral or written representations or modifications
concerning this instrument shall be of no force and effect excepting a subsequent modification in
writing signed by both parties.

SECTION XIII

FORCE MAJEURE

In the event either party is rendered unable, wholly or in part, by force majeure, to carry out any of
its obligations under this Agreement, it is agreed that on such party’s giving notice and full
particulars of such force majeure in writing or by telegraph to the other party as soon as possible
after the occurrence of the cause relied upon, then the obligations of the party giving such notice, to
the extent that due diligence is being used to resume performance at the earliest practicable time,
shall be suspended during the continuance of any inability so caused as to the extent provided, but
for no longer period. Such cause shall as far as possible be remedied with all reasonable dispatch.

The term “force majeure”, as used herein, shall include, but not be limited to acts of God, acts of
public enemy, war, blockades, insurrections, riots, epidemics, landslides, lightning, earthquakes,
fires, storms, floods, washouts, tornadoes, hurricanes, arrests and restraints of government and
people, explosions, breakage or damage to machinery or equipment and any other inability’s of
either party, whether similar to those enumerated or otherwise, and not within the control of the
party claiming such inability, which by the exercise of due diligence and care such party could not
have avoided.

SECTION XIV

ADDITIONAL AUTHORIZED SERVICES
(TO BE PERFORMED DURING DEMOLITION PHASE)

The CONSULTANT, upon prior written authorization from the PEDC, shall furnish additional
services during demolition phase of the project, and the PEDC shall compensate the
CONSULTANT for the services rendered.

It is expressly understood and agreed that CONSULTANT shall not furnish any additional services
without the prior written authorization of the PEDC. The PEDC shall have no obligation to pay for
such additional services that have been performed without prior written authorization of the PEDC
as hereinabove provided. The total of these Additional Services shall not exceed $38,502.00. Details
of the additional Services are as follows:

5

Additional Services Amount
9,600.00
Misc Services
Total $9,600.00

The Director of Project Development may authorize the transfer of funds between basic services
and additional services, and/or the transfer of funds between the categories of additional services
when necessary to continue service, provided the total funds authorized do not exceed the total
amount appropriated by the PEDC Board.

SECTION XV

ENTIRE AGREEMENT

This instrument consists of pages 1 to 6 inclusive and constitutes the entire Agreement between the
OWNER and CONSULTANT and supersedes all prior written or oral understandings.

IN TESTIMONY OF WHICH, this instrument has been executed by the CONSULTANT on this
the ____day of __________, 2019, and has been executed on behalf of PEDC by its Executive
Director, this______ day of ______________, 2019, in two (2) copies, each of which shall be an
original, all of equal force and effect.

PASADENA ECONOMIC DEVELOPMENT CORPORATION:

__________________________________________ ________________________
CARLOS GUZMAN, EXECUTIVE DIRECTOR DATE

ERC ENVIRONMENTAL & CONSTRUCTION SERVICES, INC.:

_________________________________________ _______________________

KOMMY M. AZARPOUR, PRESIDENT DATE

6

City of Pasadena

Project Management
Demolition of

Old Pasadena State Bank Building
1001 Southmore, Pasadena, TX

ERC Proposal No. 1903117

A PROFESSIONAL SERVICES FIRM
ENGINEERS  CONSULTANTS  CONSTRUCTORS

March 20, 2019

Robby Lyde
Director, Project Development
City of Pasadena
Pasadena City Hall
1149 Ellsworth Dr
Pasadena, TX 77506

Re: Proposal No: 1903117
Project Management
Demolition, Old First Pasadena State Bank Building
1001 Southmoore
Pasadena, TX 77502

Dear Robby,

Pursuant to your request, we are excited to provide you with our proposal for Program
management during Demolition of the former First Pasadena State Bank Building
located at 1001 Southmore Avenue, in Pasadena, Texas.

ERC’s General responsibilities – ERC shall provide the necessary project team
including Field Personnel, and a Professional Engineer Project director to assist the City
of Pasadena to manage the above referenced project. ERC Environmental &
Construction Services, Inc. (ERC) is a Professional Engineering, Small Business
Enterprise (SBE) Corporation with its corporate offices located in Houston, Texas. All
our communication will be through the client-designated representative.

ERC Project approach and services – We approach this project with the following
requirements in focus: Protect the public health; Minimize interruption to the surrounding
businesses; Timely execution of each project phase; and acceptable end products.
Additionally, ERC will provide overall Project Management and QAQC which will
include but not limited to:

DEMOLITION OVERSIGHT

- ERC will be the interface between the City of Pasadena and the Project Team
which includes the Demolition Contractor, and Project monitoring consultant( if
applicable );

Mr. Robby Lyde
ERC Proposal # 1903117
March 20, 2019
Page 2

- Review site specific contractor’s Health and Safety Plan;

- Attend weekly Progress meeting as applicable ;

- Provide full-time, on-site Texas Department of State Health Services (DSHS)
Licensed Project Manager for inspection of contractors work for compliance with
specifications and regulations ;

- Review consultant daily routing and air monitoring result ;

- Provide liaison services between owner, contractor, and regulatory agencies;

- Insure all permits, licensing and other regulatory requirements are met by the
both Demolition and Demolition work team; and

- Insure all required documentation is on the job site at all times.

PROJECT CLOSE OUT

Collect all the project documentation from the Project Team for delivery to the City- One
(1) electronic copy (PDF format) and two (2) hard copies of the project documentation /
closeout to include ERC’ s weekly reports; and Consultant, and Demolition closeout
documentation.

COST PROPOSAL

The project cost based on a 60 work days, as anticipated at the time of preparation of
our proposal, will be as follow:

 Demolition Oversight …………………………………………………...…$48,000.00

(Based on 60 work days @ $800.00/day)

Estimated Proposal Total ................................................................................. $48,000.00

We appreciate the opportunity to submit this Professional Program Management
Services to the City of Pasadena. If you have any questions about this proposal or our
approach, we are available to meet in person.

Mr. Robby Lyde
ERC Proposal # 1903117
March 20, 2019
Page 3

Respectfully submitted,
ERC

Kommy M. Azarpour, CAPM, PE
President
xc - SP

TO: Board of Directors
FROM: Robin Green, Director of Public Works
DATE: March 22, 2019
SUBJECT: T014 Traffic Mobility Improvements Phase II Project

SUMMARY: Staff is requesting approval of an agreement with Gerry DeCamp, P.E., PTOE, for the
signal design and limited construction phase services for six (6) intersections in the amount of
$218,842.00 at the following locations:

• Pasadena Blvd at Curtis
• Pasadena Blvd at Houston
• Shaver at West
• Red Bluff Rd at Kingsdale
• Strawberry Rd at Crenshaw
• Fairmont Pkwy at Burke Rd

STRATEGIC PLAN JUSTIFICATION: Section 1.4.1 - Focus gateway enhancement efforts on
major entry points into Pasadena, such as arterial streets
CURRENT ACTION: that intersect with SH 225 on/off ramps and major
entrances into the City from Beltway 8.
PRIOR ACTION:
BUDGET FUNDING: Authorize Staff to negotiate and approve a design
ATTACHMENTS: agreement with Gerry DeCamp, P.E., PTOE, for the Traffic
Mobility Improvements Phase II Project (CIP# T014) in the
amount of $218,842.00.

N/A

EDCT014-7998

1 – Professional Services Agreement

AGREEMENT FOR PROFESSIONAL SERVICES

THE STATE OF TEXAS

COUNTY OF HARRIS

THIS AGREEMENT made, entered into and executed by and between Pasadena Economic
Development Corporation, a Texas non-profit corporation (hereinafter called “PEDC”), and Gerry
DeCamp, P.E., PTOE, hereinafter called “CONSULTANT,” and referred to in the masculine
pronoun singular whether a person, firm or corporation.

WITNESSETH, that PEDC intends to plan, develop and make certain improvements generally
described as:

Gerry DeCamp, P.E., PTOE
CIP No. T014

Traffic Mobility Improvements, Phase II
In the City of Pasadena, Texas

WITNESSETH, that this Agreement deals with providing professional services related to Traffic
Signal Design and Limited Construction Phase Services for six (6) intersections at the following
locations:

No. Intersection Key Map #
1 Pasadena Blvd at Curtis 536R
2 Pasadena Blvd at Houston 577J
3 Shaver at West 536V
4 Red Bluff at Kingsdale 538S
5 Strawberry at Crenshaw 536R
6 Fairmont at Burke 577F

WHEREAS, PEDC desires that the CONSULTANT perform certain professional services in
connection with the Project(s); and

WHEREAS, the CONSULTANT represents that it is qualified and desires to perform such services;

NOW, THEREFORE, PEDC and the CONSULTANT, in consideration of the mutual covenants
and agreements herein contained, do mutually agree as follows:

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SECTION I
SCOPE OF AGREEMENT

The CONSULTANT agrees to perform professional services in connection with the Project(s) as
stated in the sections to follow, and for having rendered such services; PEDC agrees to pay to the
CONSULTANT compensation as stated in the sections to follow.

SECTION II
CHARACTER AND EXTENT OF SERVICES

The CONSULTANT shall render the following professional services in connection with the
Project(s):

Design Phase Services:

• Consultant will evaluate existing roadway conditions and develop Traffic Signal Layout
sheets per City of Pasadena Traffic and Transportation Department design guidelines, and in
accordance with the procedures described in the Texas Manual on Uniform Traffic Control
Devices (TMUTCD).

• Consultant will provide technical specifications, Quantity take-off’s and cost estimate for
traffic signal installation.

• Consultant will coordinate and obtain approvals from the PEDC.
• Consultant will review the warrant study and record drawings of the intersection and include

any special design provisions that are needed to meet PEDC and Harris County traffic signal
system design guidelines.
• Consultant will design a mast arm / span wire traffic signal system with crosswalks that
include ADA compliant wheelchair ramps.
• Consultant will coordinate with PEDC and/or CenterPoint Electric to secure/ensure a power
source for the traffic signal.
• Consultant will coordinate with all private utility companies to locate private utilities and to
determine if any relocations are required. All private utilities at project location will be
documented in a Utility Conflict Table.
• Consultant will attend a field inspection meeting at the project site. Consultant will provide
the schematic traffic signal layout for use at the field meeting.
• Consultant will evaluate the pavement markings and signage for 300 linear feet in all
directions of the intersections.
• Consultant’s 30% submittals will be preparation of plans and performance of services as
outlined below in Phase II, A of this contract.
• Consultant’s 60% submittals will be a schematic layout of the traffic signal along with a
preliminary cost estimate with estimated quantities for all required improvements as outlined
below in Phase II, B of this contract.
• Consultant’s 90% submittals will be 90% sign & sealed drawings and a 90% construction
cost estimate with estimated quantities for all required improvements as outlined below in
Phase II, C of this contract.
• Consultant’s 100% submittals will be a final 100% set of signed & sealed drawings,
approved and signed by other agencies and a 100% construction cost estimate with
estimated quantities for all required improvements.

2

Details of the various phases of design service are as follows:

Phase I – Roadway Topographic Survey and Preliminary Intersection Site Investigation

The following tasks shall be completed as part of this phase:

A. Roadway Topographic Survey - The following tasks will be included as part of surveys
for Phase I:

1. Topographic surveying of along each leg of the intersection. Most intersection
surveys will include an area of 100' on each major leg and 50’ on each minor
leg of the intersection.

2. Determination of right-of-way (ROW) for topographic survey.
3. Utility research including contacting utility companies and obtaining record

drawings.
4. Delineation of above and underground utility features on the plan only.
5. Preparation of a drawing with surveyed information in CAD format for plan view

only.
6. Preparation of survey control map.
7. Submission of the survey field books and ASCII files.

B. Intersection Site Investigations - The Design Consultant shall conduct a site
investigation at each intersection to take photographs and identify existing intersection
characteristics including existing utilities and the need of power risers, power sources,
intersection striping, ramp and sidewalk conditions, ROW constraints, phasing,
illumination, and other items that are important to identify when preparing signal
design plans.

Phase II – Traffic Signal Design

A. 30% Design Submittal - Plans will be prepared based on the survey and field
investigation information gathered for each intersection.

I. General Requirements:

1. Standard Title Sheet
2. Traffic signal plan sheet to include the following items:

(a) Pole Locations (Existing and Proposed)
(b) Ped. Pole locations
(c) Pavement Edge, (Existing and Proposed)
(d) ADA ramps, (Existing and Proposed)
(e) Lighting (Existing and Proposed)

II. Identification of the need for:

1. Power riser

3

2. ROW acquisition or Corner cut acquisition
3. Request for new Power Service locations from CenterPoint Energy

B. 60% Design Submittal - The Consultant will prepare design plans based on the
survey and field investigation information gathered for each intersection. The 60%
Design Submittal will include the following sheets:

I. General Requirements

1. Standard Title Sheet
2. Index of Sheets
3. Traffic signal plan sheets - Consultant will prepare a proposed signal

layout at 1”: 20’ scale according to PEDC’s Traffic and Transportation
Department standards and requirements to include the following items

(a) Pole Locations (New and Existing)
(b) Signal Head Locations (New and Existing)
(c) Lighting (CenterPoint, New)
(d) Pavement Edge, Curb (New and Existing) & Ramps
(e) Driveways & Alleys
(f) Utilities (Underground and Overhead)
(g) Lane Striping (New and Existing)
(h) Crosswalks that include ADA compliant wheelchair ramps
(i) Street Names
(j) Proposed Phase Sequence
(k) Control Lines and Stationing
(l) Traffic Signal Standard Details (TXDOT, City or Harris County)
(m) Signing, Pavement Marking, General Construction & Utility Notes
(n) Harris County Express Review Sheet

II. Location Specific Requirements:

1. Pasadena Blvd at Curtis - include the following items:

(a) Follow TxDOT design standards for installation of Mast-Arm poles,
Pole-mounted Cabinet &Controller, and standalone BBU.

(b) Identify need for power riser.
(c) ADA compliance ramps.

2. Pasadena Blvd at Houston Ave – include the following items:

(a) Follow TxDOT design standards for installation of Mast-Arm poles, Pole-
mounted Cabinet & Controller, and standalone BBU.

(b) Identify need for power riser.
(c) ADA compliance ramps.

4

3. Shaver at West – include the following items:

(a) Follow TxDOT design standards for installation of Mast-Arm poles, Pole-
mounted Cabinet & Controller, and standalone BBU.

(b) Identify need for power riser.
(c) ADA compliance ramps.

4. Red Bluff at Kingsdale – include the following items:

(a) Follow TxDOT design standards for installation of Mast-Arm poles, Pole-
mounted Cabinet & Controller, and standalone BBU.

(b) Identify need for power riser
(c) ADA compliance ramps.

5. Strawberry at Crenshaw – include the following items:

(a) Follow TxDOT design standards for installation of Span-wire poles,
Pole-mounted Cabinet & Controller, and standalone BBU.

(b) Identify need of Power riser
(c) ADA compliance ramps.

6. Fairmont at Burke – include the following items:

(a) Follow TxDOT design standards for installation of Mast-Arm poles,
Foundation base Cabinet, Controller, and BBU.

(b) Identify need of Power riser
(c) ADA compliance ramps.

C. 90% Design Submittal - Design plans will be prepared incorporating reasonable
comments received from the 60% Design Submittal. The 90% Design Submittal will
include the following sheets:

I. General Requirements

1. Standard Title Sheet
2. Index of Sheets
3. General Notes and Responsibilities Sheet
4. Summary of Traffic Signal Quantities
5. Survey Control Maps
6. Traffic signal plan sheets to include the following additional items

(a) Pull Boxes (New and Existing)
(b) Conduits (New and Existing)
(c) Service Location & Method (New and Existing)
(d) Video Detection Camera Locations (New and Existing)

5

(e) Loop Detectors or Other Detection Devices (New and Existing)
(f) Pole Schedule and Cable Schematic Sheet

7. Signing and Pavement Marking Layout
8. ADA complaint Pedestrian Ramps Layout
9. Median or Curb Radii Modifications Layout (if required)
10. Preliminary Construction Cost Estimate

II. Agency Approval and Signatures

The Consultant shall obtain required signatures from other governmental agencies,
public utilities, and private utilities, which may impact the Project prior to final
approval by the Department of Public Works and Engineering. Governmental
agencies include, but are not limited to, Texas Department of Transportation, Harris
County and Harris County Flood Control District. Utility signatures include, but are
not limited to, AT&T, cable TV, CenterPoint Energy-Electric, and CenterPoint
Energy-Gas.

D. Final Design Submittal (I00%) - The Consultant shall submit Final Design plans and
documents after revisions from the 90% Design have been addressed and approved. The
Consultant will submit one copy of the Final Contract Documents to the City to verify
that all comments have been incorporated in the plans. The Final Design Submittal will
include the following:

I. General Requirements

1. Completed Full Size Mylar Plans with Stamped and Signed Title Blocks
(Including City signatures, as applicable).

2. Construction Contract Documents
3. Opinion of Probable Cost
4. Estimated Quantities

II. Specifications

The Consultant will prepare specifications in accordance with the standard format
adopted by the PEDC. The Consultant will review each Standard Specification and
supplement as necessary to suit Project-specific requirements and to meet the design
intent of the Project. Supplements to the Standard Specifications will not be
incorporated based solely on the Consultant's preference. Supplements are subject to
review and acceptance by the Director. The Consultant will prepare additional
nonstandard specifications necessary for bidding and construction of the Project.
Incorporate Guide Specifications necessary for bidding and construction of the
Project.

Phase III - Bidding Phase Services

During this phase of the project the Consultant will,
6

1. Work with and assist PEDC with the construction bidding process.
2. Attend the pre-bid conference.
3. Prepare clarifications and addenda as needed.
4. Evaluate bids received, and prepare a tabulation of bids.
5. Make a recommendation for award of construction contract.
6. Provide conformed documents.

Phase IV - Construction Phase Services

Construction support services shall include, but not be limited to, the following:

1. Participating in pre-construction conference and monthly construction progress
meetings, as required.

2. Making periodic visits to the project site(s) during construction to observe inspect and
report on the progress/quality of the executed work.

3. Review Requests for Information (RFI) and provide written response in a timely manner
to the Contractor.

4. Review and taking appropriate actions on shop drawings, samples and other submittals
furnished by the Contractor.

5. Preparing supporting data and providing other services (including revisions to
Construction Documents) at charge to the City in connection with change orders, when
such change orders are required either:

(a) To make clarifications or to correct discrepancies, errors, or omissions in the
Construction Documents,

(b) To conform Construction Documents to the requirements of all applicable
laws, codes and regulations, as they are in effect at the time of execution of
this Contract.

6. Reviewing laboratory, shop, and mill tests of material and equipment for general
conformance with Contract Documents and reporting to the City.

7. Providing design clarifications and recommendations, to assist the City in resolving field
problems relating to construction.

8. Evaluating contractor change/cost proposals and substitutions, and recommending to the
City to either approve or disapprove the contractor’s proposals or substitutions, unless
instructed not to do so by the Director.

9. Performing assistance with traffic signal operations, making signal-timing adjustments
and keeping traffic signal progression during the construction phase for surrounding

7

traffic signals. Coordinating with Mr. Gus Tamez for scope of work if he determines
assistance is needed.

10. Posting changes on original “record drawings” in whatever format specified by the
Director at the time of execution. The drawings shall show significant changes made in
the work during construction. Such changes shall be based on marked-up “recork
drawings”, prints, field sketches, and other data furnished to Engineer by the City and
the contractor, on change order issued during construction, and on on-side observations
of Engineer.

SECTION III
TIME FOR PERFORMANCE

Unless approved by PEDC or their authorized representative(s), the CONSULTANT shall complete
the services called for in Section II of this Agreement as follows: survey and final design to within
one hundred and twenty (120) days from the date of authorization to proceed. The estimated
construction duration is about one hundred and eighty (180) days.

SECTION IV
THE CONSULTANT’S COMPENSATION

For and in consideration of the services rendered by the CONSULTANT, PEDC shall pay to the
CONSULTANT a not to exceed reimbursable amount of up to $218,842.00, which may include all
tasks outlined under Section II of this document as outlined below:

Description Amount
$125,430.00
Design & Bid Phase Services $61,440.00
$31,972.00
Construction Phase Services $218,842.00
Additional Services – Topographic Survey w markup

Total

Payment shall be based upon the reimbursement for actual expenditures made by the
CONSULTANT at the time of billing.

SECTION V
TIME OF PAYMENT

On or about the last day of each calendar month during the performance of the services to be
provided under this Agreement, the CONSULTANT, shall submit to the Director of Public Works a
statement sworn to by the CONSULTANT, in a form acceptable to the Director of Public Works,
setting forth the percentage of the services provided for by this Agreement which were completed
during such calendar month. The CONSULTANT shall retain its records available for inspection
during regular business hours by officials of PEDC. The Director of Public Works may review the
said statements, and approve them with such modifications as may be deemed appropriate, within
thirty (30) days of receipt. PEDC shall pay each such statement as approved by the Director of
Public Works within thirty (30) days after the Director of Public Works approval of the same.

8

SECTION VI
TERMINATION

PEDC may terminate this Agreement at any time by notice in writing to the CONSULTANT. Upon
receipt of such notice, the CONSULTANT shall discontinue all services in connection with the
performance of this Agreement and shall proceed to promptly cancel all existing orders and
contracts insofar as such orders or contracts are chargeable to this Agreement. As soon as
practicable after receipt of notice of termination, CONSULTANT shall submit a statement, showing
in detail the services performed under this Agreement to the date of termination. Upon agreement
by PEDC and CONSULTANT of the detailed statement of services performed under this agreement
to date of termination, PEDC will then pay the CONSULTANT that proportion of the prescribed
charges which the services actually performed under this Agreement bear to the total services called
for under this Agreement, less such payments on account or the charges as have been previously
made. Copies of all completed or partially completed designs, drawings and specifications prepared
under this Agreement shall be delivered to PEDC when and if this Agreement is terminated.

SECTION VII
ADDRESS OF NOTICE AND COMMUNICATION

All notices and communications under this Agreement shall be mailed by certified mail, return
receipt requested, or delivered to CONSULTANT at the following address:

Gerry de Camp, P.E., PTOE
1127 Eldridge Pkwy, # 300-148

Houston, TX 77077-1771

All notices and communications under this Agreement shall be mailed by certified mail, return
receipt requested, or delivered to PEDC at the following address:

Pasadena Economic Development Corporation
1149 Ellsworth Drive
Pasadena, Texas 77506

Attention: Steve Cote, President

SECTION VIII
SUCCESSORS AND ASSIGNS

PEDC and the CONSULTANT bind themselves and their successors, executors, administrators and
assigns to the other party of this Agreement and to the successors, executors, administrators and
assigns of such other party, in respect to all covenants of this Agreement. Neither PEDC nor the
CONSULTANT shall assign, sublet or transfer its or his interest in this Agreement without the prior
written consent of the other. Nothing herein shall be construed, as creating any personal liability on
the part of any officer or agent of any public body that may be a party hereto.

9

SECTION IX
COMPLIANCE AND STANDARDS

The CONSULTANT agrees to perform the work hereunder in accordance with generally accepted
standards applicable thereto, and shall use that degree of care and skill commensurate with the
consulting profession to comply with all applicable state, federal and local laws, ordinances, rules
and regulations relating to the work to be performed hereunder and CONSULTANT’s performance.

SECTION X
OWNERSHIP OF DOCUMENTS, COPYRIGHT

PEDC shall be the absolute and unqualified PEDC of all drawings, preliminary layouts, record
drawings, sketches, reports and other documents prepared pursuant to this Agreement by the
CONSULTANT with the same force and effect as if PEDC prepared the same. Copies of all
complete or partially completed record drawings, sketches reports and other documents prepared
pursuant to this Agreement shall be delivered to PEDC when and if this Agreement is terminated or
upon completion of this Agreement, whichever occurs first. The CONSULTANT may retain one (1)
set of reproducible copies and the same data in electronic file and format and such copies shall be
for the CONSULTANT’s sole use in preparation of studies or reports for PEDC only. The
CONSULTANT is expressly prohibited from selling, licensing or otherwise marketing or donating
such documents, or using such documents in the preparation of other work for any other client,
without the prior express written permission of PEDC. Reuse by PEDC without specific written
adaptation by CONSULTANT shall be without liability to the CONSULTANT.

SECTION XI
INDEMNIFICATION

THE CONSULTANT SHALL SAVE AND HOLD HARMLESS PEDC FROM AND
AGAINST ALL CLAIMS AND LIABILITY DUE TO ACTIVITIES OF THE
CONSULTANT, ITS AGENTS OR EMPLOYEES, PERFORMED UNDER THIS
CONTRACT AND WHICH RESULT FROM ANY NEGLIGENT ACT, ERROR, OR
OMISSION OF THE CONSULTANT OR OF ANY PERSON EMPLOYED BY THE
CONSULTANT. THE CONSULTANT SHALL ALSO SAVE HARMLESS PEDC FROM
AND AGAINST ANY AND ALL EXPENSES, INCLUDING ATTORNEY’S FEES WHICH
MIGHT BE INCURRED BY PEDC, IN LITIGATION OR OTHERWISE RESISTING SAID
CLAIMS OR LIABILITIES WHICH MIGHT BE IMPOSED ON PEDC AS THE RESULT
OF SUCH ACTIVITIES BY THE CONSULTANT, ITS AGENTS OR EMPLOYEES.

SECTION XII
MODIFICATIONS

This instrument contains the entire Agreement between the parties related to the rights herein
granted and obligations herein assumed. Any oral or written representations or modifications
concerning this instrument shall be of no force and effect excepting a subsequent modification in
writing signed by both parties.

10

SECTION XIII
FORCE MAJEURE
In the event either party is rendered unable, wholly or in part, by force majeure, to carry out any of
its obligations under this Agreement, it is agreed that on such party’s giving notice and full
particulars of such force majeure in writing or by telegraph to the other party as soon as possible
after the occurrence of the cause relied upon, then the obligations of the party giving such notice, to
the extent that due diligence is being used to resume performance at the earliest practicable time,
shall be suspended during the continuance of any inability so caused as to the extent provided, but
for no longer period. Such cause shall as far as possible be remedied with all reasonable dispatch.
The term “force majeure”, as used herein, shall include, but not be limited to acts of God, acts of
public enemy, war, blockades, insurrections, riots, epidemics, landslides, lightning, earthquakes,
fires, storms, floods, washouts, tornadoes, hurricanes, arrests and restraints of government and
people, explosions, breakage or damage to machinery or equipment and any other inability’s of
either party, whether similar to those enumerated or otherwise, and not within the control of the
party claiming such inability, which by the exercise of due diligence and care such party could not
have avoided.

SECTION XIV
ADDITIONAL AUTHORIZED SERVICES
In the course of this Agreement PEDC may require additional services either related and/or
unrelated to the specific Project(s) herein described. The CONSULTANT hereby agrees to
undertake additional services for PEDC in the following manner.
PEDC will outline a scope of additional services requested. The CONSULTANT will review the
outline and prepare an estimate of costs and work products to be delivered in response to the
request. PEDC, or their authorized representative(s), will issue a work authorization at which time
the CONSULTANT may proceed. If necessary, PEDC will appropriate additional funding as
needed.

11

SECTION XV
ENTIRE AGREEMENT

This instrument consists of pages 1 to 12 inclusive and constitutes the entire Agreement between the
PEDC and CONSULTANT and supersedes all prior written or oral understandings.

IN TESTIMONY OF WHICH, this instrument has been executed by the CONSULTANT on this
the ____day of __________, 2019, and has been executed on behalf of PEDC by its President and
attested by its Executive Director, this______ day of ______________, 2019, in two (2) copies,
each of which shall be an original, all of equal force and effect.

PASADENA ECONOMIC DEVELOPMENT CORPORATION:

__________________________________________ ________________________
CARLOS GUZMAN, EXECUTIVE DIRECTOR DATE

GERRY de CAMP, P.E., PTOE: _______________________
__________________________________________ DATE

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