December 2022 Board Meeting Documents

PASADENA ECONOMIC DEVELOPMENT CORPORATION
1149 Ellsworth Drive
Pasadena, TX 77506

PASADENA ECONOMIC DEVELOPMENT CORPORATION
NOTICE

TAKE NOTICE that the Board of Directors (“the Board”) of the Pasadena Economic
Development Corporation will hold a Pre-Board meeting at 3:00 p.m. and a Board meeting
immediately following the Pre-Board Meeting, in the Pre-Council Conference Room, 1149
Ellsworth Drive, Pasadena, Texas, on Thursday, December 8, 2022. At such meeting, the Board
will consider the matters numbered below.

The public will be permitted to offer regular public comments and/or public hearing comments as
permitted by the presiding officer during the meeting. All speakers MUST sign in prior to the Pre-Board
Meeting.

BOARD MEETING AGENDA

1. Call to order.

2. Invocation – Salvador Serrano, Jr., Board Secretary.

3. Pledges of Allegiance – Rick Lord, Board VP.

4. Acceptance of the sworn statement.

5. Administration of Oath of Offices to newly appointed board members.

6. Consideration and action to elect a President, Vice-President, and any other
officer vacancies.

7. Public Comments.

8. Consideration of approval of minutes from the meeting held on November 3,
2022.

9. Public Hearing

a. Consideration to authorize Staff to negotiate and execute an agreement with
Freese and Nichols, Inc. for project management, design, bid and construction
phase services associated with RGB lighting system as part of the SH 225
Underpass Lighting Project (CIP# S165) in the amount not to exceed
$43,296.00 from the North Pasadena Redevelopment project account (M008).

PEDC Meeting Agenda: 12/8/2022 1 of 3

b. Consideration to authorize Staff to negotiate and execute an agreement with
Aurora Technical Services, LLC to provide engineering design and bid phase
services for the Industrial District Water System Improvements – Phase I
Project that includes:
 Pasadena Industrial District 36-in. Transmission Line Phase I in the
amount not to exceed $605,985.00 (W084),
 Pasadena Industrial District 36-in. Transmission Line Phase II in the
amount not to exceed $599,725.00 (W085),
 CWA Pump Station Rehabilitation in the amount not to exceed
$641,485.00 (W086),
 Pasadena Industrial District 20-in. Transmission line in the amount not
to exceed $152,805.00 (W087).
The total contract amount not to exceed $2,000,000.00 will be funded from
the Industrial District Improvements project account (Z006).

10. Board Actions – Resolutions.

a. Consideration to approve and adopt a proposed Board Meetings schedule for
Calendar Year 2023.

b. Consideration and action to approve a letter of engagement with Husch
Blackwell LLP.

c. Consideration to authorize Staff to execute an interlocal agreement with
Region 8 Education Service Center for participation in the TIPS, The Interlocal
Purchasing System cooperative program.

d. Consideration to authorize Staff to negotiate and execute an agreement with
Freese and Nichols, Inc. for project management, design, bid and
construction phase services associated with the RGB lighting system as part
of the SH 225 Underpass Lighting Project (CIP# S165) in the amount not to
exceed $43,296 from the North Pasadena Redevelopment project account
(M008).

e. Consideration to authorize Staff to negotiate and execute an agreement with
Aurora Technical Services, LLC to provide engineering design and bid phase
services for the Industrial District Water System Improvements – Phase I
Project that includes:
 Pasadena Industrial District 36-in. Transmission Line Phase I in the
amount not to exceed $605,985.00 (W084),
 Pasadena Industrial District 36-in. Transmission Line Phase II in the
amount not to exceed $599,725.00 (W085),
 CWA Pump Station Rehabilitation in the amount not to exceed
$641,485.00 (W086),

PEDC Meeting Agenda: 12/8/2022 2 of 3

 Pasadena Industrial District 20-in. Transmission line in the amount not
to exceed $152,805.00 (W087).

The total contract amount not to exceed $2,000,000.00 will be funded from
the Industrial District Improvements project account (Z006).

11. Report by Executive Director.
1. Monthly Update

12. Comments by Board Members.

13. Executive Session.

a. Convene in executive session pursuant to Section 551.072 and 551.087, Texas
Government Code to deliberate the purchase, exchange, lease or value of real
property and to deliberate regarding economic development incentives –
Project #2002.

14. Reconvene Into Regular Session.

The Board will reconvene into Regular Session, pursuant to the provisions of
Chapter 551 of the Texas Government Code, to take any action necessary
regarding:

a. Deliberation regarding real property – Project #2002.

15. Adjournment.

PEDC Meeting Agenda: 12/8/2022 3 of 3

PASADENA ECONOMIC DEVELOPMENT CORPORATION

Pre-Board Meeting

November 3, 2022, 3:03 p.m.

Minutes

Members present: Members Absent:
Rick Lord, Vice President
Marilyn Wilkins, Treasurer
Salvador Serrano, Jr., Secretary
Emilio Carmona
Ernesto Paredes

Others Present:
Jeff Moore, Brown & Hofmeister, LLP
Rick Guerrero, Executive Director
Robin Green, Director of Public Works
Jed Aplaca, Director of Parks & Recreation
Julianne Echavarria, PEDC Marketing Manager
Karina Tomlinson, PEDC Sr. Office Assistant

Call to order:
The Pre-Board meeting for the November 3, 2022 Pasadena Economic Development Corporation was
called to order at 3:03 p.m. by Board Vice President, Rick Lord.

He began by reading through the items on the Agenda.

Agenda Item Seven: Board Actions – Resolutions.
A brief few slides were shown and Robin Green provided some detail regarding Item. 7d. – Contract with
Construction Masters of Houston for the Convention Center Site Improvements Phase III Project. Robin
added that this was very similar to the previous 2 phases done at the Convention Center with the big
difference here being that this phase has an engineering portion that was awarded to HR Green and
they have a secondary contract directly with S&B which is what this contract is. He added that Harris
County and the City of Houston use the Buy Board process as well, particularly in buildings. Rick
Guerrero added that the slide on the screen is a visual of the contract with Construction Masters and
mentioned that the Convention Center is part of the Strategic Plan. He also added that the Board has
approved previous and ongoing projects at the Convention Center and this is just a continuation of that
work. In an effort to speed up the process and avoid an increase in prices the recommendation is to use
the buy board for this contract. Marilyn asked if the entirety of the contract is Phase 3 to which Robin
stated that each description corresponds to a point on the Exhibit provided in the item packet. Rick
continued with discussion on the EPA Brownfields Grant item 7b and briefly explained what the
Brownfields grants are used for and that at this time the recommendation is to decline the grant
because of the unknown financial commitment by PEDC as well as the unknown financial exposure to
PEDC and the financial impact to the City. Marilyn asked if we decline this grant now and then if the
waters clear at some point in the future would we have to completely re-apply. Rick responded that in
the discussion of declining the grant the topic of re-applying was not discussed, but there seem to be no

PEDC Meeting Minutes: 11/3/2022 1 of 5

ill feelings if we did decide at a later time to re-apply. Rick Lord continued to read through the Agenda
and Marilyn asked if Chad Burke wanted to speak on item 7c. which is renewal of the service agreement
with Economic Alliance Houston Port Region. It was decided he would speak briefly during the Board
Meeting.
Rick Lord then asked Rick Guerrero to go ahead and give his Executive Director report during the pre-
board meeting.

Agenda Item Eight: Report by Executive Director
225/Gateway Monument: The monument is complete, they finished the landscaping and up-lighting.
Rick encouraged everyone to drive by there and try to get a look at it when the lighting is on as it looks
really great! Strategic Plan Update: The consultants are scheduled to meet with the steering committee
next week and probably for the last time before they go through all of their findings to provide us with
their results and their final report. Livable Centers Study II: The City was awarded a second Livable
Centers Study 6 to 8 months ago. The boundaries are surrounding the area where the HCA hospital is
located. The consultant, AECOM coordinates meetings every 2 weeks and they hope to conduct a needs
assessment and market report next. They are working on the first steering committee meeting, first
public meeting as well as website development. Wayfind Project: The consultant for this project is
Tangram Design that specializes in wayfinding, placemaking, and overall project management. They had
a kickoff meeting October 3rd and they are working on delivering a site survey of existing conditions after
touring the city for 2 days. Marilyn asked if the project would take into account future additions or
incorporating of new areas. Rick responded that to his understanding the Consultant will present
options once they go through all of their findings that will allow them to choose how much or how little
they want to do and if they want to do it now or at a later date. Quality of Life: Rick then moved on to
some Quality of Life project updates regarding the trails and asked Jed Aplaca to provide a brief update.
Jed stated that the Vince Bayou trail is at 95% completion of the design phase. They are also close to
completing the land acquisition portion so the next phase will be to work on the permitting part. He
added that the City is in the process of entering into an interlocal agreement with Harris County Flood
Control to be able to do these kinds of projects on the easements and the flood ways that are
throughout the City. Parks is also working on accepting the $2.3M from the County that will help with
Phase I of the Vince Bayou Trail project. He added that for the Little Vince Bayou Trail there has not
been too much progress yet, they are still trying to find the most feasible way to complete. Holly Bay
Park Improvements: Rick stated that this project is almost complete and showed some pictures of the
improvements that included removing the asphalt that was cracking. Jed added that it’s looking very
nice and encouraged people to go out there and take a look. He mentioned that the project is going
quicker than they had anticipated. He also stated that they are adding a new restroom facility to
increase the restroom capacity at the park. There have been many compliments on the project and a lot
of the residents are very happy. Rick then moved onto some upcoming agenda items, the first thing we
are working on is membership in The Interlocal Purchasing System (TIPS). This buy board provides
access to competitively procured purchasing contracts to it’s members, it is managed by Region 8
Education Service Center and will provide an alternative to Choice Partners buy board that the EDC is
currently a member of. Finally he went over some upcoming events that included Taste of the Town
that night, the Economic Alliance Legislative Kick Off scheduled for November 30th and the Pasadena
Chamber’s Annual Gala scheduled for December 8th. He asked if any board member was interested in
attending these events to let us know and we’d be glad to reserve them a seat. Rick quickly added that
we had tickets for the Tx McDonald’s Basketball Invitational if anyone was interested they could take
some tickets that day.

Pre-board meeting adjourned at 3:22 pm.

PEDC Meeting Minutes: 11/3/2022 2 of 5

PASADENA ECONOMIC DEVELOPMENT CORPORATION
Board Meeting

November 3, 2022, 3:22 p.m.
Minutes

Agenda Item One: Call to order
The Board meeting on November 3, 2022 for Pasadena Economic Development Corporation was called
to order at 3:22 pm by Board Vice President, Rick Lord.

Agenda Item Two: Invocation
Invocation given by Ernesto Paredes, Board Member.

Agenda Item Three: Pledges
Pledges led by Emilio Carmona, Board Member.

Agenda Item Four: Public Comments
No comments made by attendees.

Agenda Item Five: Approval of Minutes from September 22, 2022
Rick Lord called for a motion to approve the minutes from the meeting held on September 22, 2022.
Marilyn Wilkins moved to approve the minutes, seconded by Ernesto Paredes. MOTION CARRIED
UNANIMOUS.

Agenda Item Six: Public Hearing

Public Hearing Opened at 3:24 pm

a. Consideration to execute a contract with Construction Masters of Houston, Inc. for the Convention
Center Site Improvements Phase III Project (CIP M061) in the amount of $9,210,858.35 with a 10%
contingency in the amount of $921,085.84 for a total appropriation of $10,131,944.19 from the
Utility Development Project Phase II (M048) and Convention Center Facility Improvements (M025)
project accounts.

Public Hearing closed at 3:25 pm. No comments made by attendees.

Agenda Item Seven: Board Actions - Resolutions

a. PEDC RESOLUTION 22-029 – Consideration to accept the Financial Report of Investment
Activities for the Fiscal Quarter ended September 30, 2022.

Salvador Serrano, Jr. made a motion to approve, seconded by Emilio Carmona that PEDC
Resolution 22-029 be passed, approved and adopted. MOTION CARRIED UNANIMOUS.

b. PEDC RESOLUTION 22-030 – Consideration to authorize PEDC Staff to take all actions
necessary to decline or return EPA Brownfield Program Grants.

Marilyn Wilkins made a motion to decline the grant, seconded by Emilio Carmona that PEDC
Resolution 22-030 be passed, approved and adopted. MOTION CARRIED UNANIMOUS.

PEDC Meeting Minutes: 11/3/2022 3 of 5

c. PEDC RESOLUTION 22-031 – Consideration to negotiate and execute an Economic
Development Service Agreement with Economic Alliance Houston Port Region in the
amount of $45,000.00.
Rick Lord invited Chad Burke, President & CEO of Economic Alliance to speak on this item.
Chad introduced Karen Gregory and then briefly went over some of the items found in the
Annual Report that each board member received a copy of.

Ernesto Paredes made a motion, seconded by Emilio Carmona that PEDC Resolution 22-031
be passed, approved and adopted. MOTION CARRIED UNANIMOUS.

d. PEDC RESOLUTION 22-032 - Consideration to execute a contract with Construction Masters
of Houston, Inc. for the Convention Center Site Improvements Phase III Project (CIP M061)
in the amount of $9,210,858.35 with a 10% contingency in the amount of $921,085.84 for a
total appropriation of $10,131,944.19 from the Utility Development Project Phase II (M048)
and Convention Center Facility Improvements (M025) project accounts.
Rick Lord asked Jeff Moore if he had reviewed the contract and if the EDC could enter into
this agreement. Jeff responded that under state law, City’s and other entities can through
an interlocal agreement “piggy back” off a bid. There are provisions in government code
under the interlocal cooperation act and in chapter 271 of local government code that allows
this kind of agreement. It is an exception to the competitive bidding statute that allows this
through an interlocal agreement. Rick Lord asked if the EDC was in good standing from his
legal aspect. Jeff reiterated that the EDC can through an interlocal agreement enter into
cooperative purchasing programs and other buy boards. Given the process used here this is
a permissible route.

Ernesto Paredes made a motion, seconded by Marilyn Wilkins that PEDC Resolution 22-032
be passed, approved and adopted. MOTION CARRIED UNANIMOUS.

Agenda Item Eight: Report by Rick Guerrero, Executive Director
The report was given during the Pre-board meeting.

Agenda Item Nine: Comments by Board Members
Salvador Serrano, Jr. – Stated that he likes all the wins from the Economic Alliance and joked that he’s
glad we don’t get charged a percentage. He added that he has seen the monument sign on 225 and thinks
it’s awesome. He joked that if you see him on the news because of an accident it was because he had to
stop and look at the monument sign. He invited everyone to attend the McDonald’s TX Invitational to
check out at least 1 game because there is a lot of talent. He stated that the tournament brings in about
$2M in commercial revenue.
Marilyn Wilkins – She reminded attendees that it’s voting time so please vote. She also added that
Veteran’s Day is coming up and asked everyone to appreciate our veterans.
Emilio Carmona – Stated he thinks Salvador said it all!
Ernesto Paredes – He stated that the EDC has been supporting the basketball tournament for a very long
time. He also took a moment to congratulate Rick Guerrero on his new role with the EDC and offered his
support.
Rick Lord – Thanked the Economic Alliance for all of the work they do. He added that he’s glad the supply
chain is recovering and looks forward to the future.

Agenda Item Ten: Executive Session
**NOTE** 3:46 PM – At this time, Board VP Rick Lord announced that the Board would be “going
behind closed doors” for an Executive Session.

PEDC Meeting Minutes: 11/3/2022 4 of 5

a. Convene in executive session pursuant to Section 551.087, Texas Government Code to deliberate
regarding economic development negotiations for Business Attraction/Retention Projects.

b. Convene in executive session pursuant to Section 551.072 and 551.087, Texas Government Code
to deliberate the purchase, exchange, lease or value of real property and to deliberate regarding
economic development incentives – Project #2002.

Agenda Item Eleven: Reconvene into Regular Session
**NOTE** 3:57 PM – At this time, Vice President Rick Lord reconvened the Regular Board Meeting.

The Board will reconvene into Regular Session, pursuant to the provisions of Chapter 551 of the Texas
Government Code, to take any action necessary regarding:

a. Deliberation regarding economic development negotiations for Business Attraction/Retention
Projects.

b. Deliberation regarding real property – Project #2002.

PEDC RESOLUTION 22-033 – Approve a First Amendment to Professional Services Contract by and
between the Pasadena Economic Development Corporation and the National Development
Council on the terms as discussed in executive session.

Ernesto Paredes made a motion, seconded by Salvador Serrano, Jr. that PEDC Resolution 22-033
be passed, approved and adopted. MOTION CARRIED UNANIMOUS.

Agenda Item Twelve: Adjournment
Board Vice President, Rick Lord called for a motion to adjourn the November 3, 2022 meeting at 3:58
pm. Ernesto Paredes moved, seconded by Marilyn Wilkins. MOTION CARRIED UNANIMOUS.

PEDC Meeting Minutes: 11/3/2022 5 of 5

TO: Board of Directors
FROM: Rick Guerrero
DATE: December 2, 2022
SUBJECT: Pasadena EDC Board Meeting Calendar 2023

SUMMARY: As part of an on-going effort to adopt best practices from other high-performing Economic
Development Organizations, Staff will be bringing a proposed meeting calendar at the last regularly
scheduled meeting of each calendar year for the following calendar year adoption. For 2023, the EDC has
scheduled 10 regular meetings and a tentative meeting for July. Staff is proposing the July meeting be held
only if necessary and no meeting takes place in December to allow Board Members vacation time.

CURRENT ACTION: Consideration to approve and adopt the Pasadena EDC Board
Meeting Calendar for 2023.
BUDGET FUNDING: N/A
ATTACHMENTS: 1 – Proposed Board Meeting Calendar 2023

2023 MEETING SCHEDULE

BOARD MEETING DATE

Pre-Board @ 3pm, Board Immediately After
(Dates and times are subject to change)

January 26, 2023
February 23, 2023

March 23, 2023
April 27, 2023
May 25, 2023
June 22, 2023
July 27, 2023 - if needed
August 24, 2023
September 28, 2023
October 26, 2023
November 16, 2023

TO: Board of Directors
FROM: Rick Guerrero
DATE: December 2, 2022
SUBJECT: Letter of Engagement: Husch Blackwell LLP

SUMMARY: Staff have been working closely with the City Attorney, the IT Director and EDC Counsel to
provide necessary information for a document request from the Environmental Protection Agency.. Due to
the time constraint and limited bandwidth, there has been a need to request an extension from the EPA,
therefore out of an abundance of caution the EDC is seeking outside assistance to meet deadlines and to
provide accurate documentation. After careful consideration, Staff is requesting Husch Blackwell, LLP for
this limited engagement. Husch Blackwell is the product of a merger in 2008 and has previous experience
dealing with the Environmental Protection Agency as well as other governmental agencies. Please see
attachments for information regarding the firm and a bio for the lead attorney, Ben Stephens.

CURRENT ACTION: Consideration and action to approve a Letter of Engagement with
Husch Blackwell LLP.
BUDGET FUNDING:
ATTACHMENTS: 9949 - 7107

1 – Draft of Letter of Engagement
2 – About the Firm
3 - Bio

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Senior Associate

Houston, TX
phone: 713.525.6263
email: [email protected]

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© 2022 Husch Blackwell LLP. All rights reserved

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huschblackwell.com

© 2022 Husch Blackwell LLP. All rights reserved

TO: Board of Directors
FROM: Rick Guerrero
DATE: December 2, 2022
SUBJECT: Interlocal Agreement with Region 8 Education Service Center: TIPS, The Interlocal
Purchasing System Cooperative Program

SUMMARY: To continue to align EDC practices with best practices, Staff is requesting approval to join a
second Cooperative Purchasing Program. The State of Texas allows public entities to use cooperatives, to
comply with procurement requirements. The City of Pasadena uses cooperatives on a regular basis.
Cooperatives serve as Interlocal Agreements between public entities to access prices on contracts that
have already been publicly bid. This allows public entities to save time and money while ensuring that they
are receiving a competitive price.

EDC by-laws state that the EDC will follow city procurement rules. By joining cooperatives, the EDC will be
able to take advantage of this procurement method.

CURRENT ACTION: Authorize Staff to execute an interlocal agreement with Region 8
Education Service Center for participation in the TIPS, The
PRIOR ACTION: Interlocal Purchasing System cooperative program.
BUDGET FUNDING:
ATTACHMENTS: N/A

N/A

1 – PEDC Resolution
2 – Interlocal Agreement

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE PASADENA
ECONOMIC DEVELOPMENT CORPORATION, A TYPE B ECONOMIC
DEVELOPMENT CORPORATION AND A TEXAS NON-PROFIT
CORPORATION, AUTHORIZING AND APPROVING THE EXECUTION
OF ANY AND ALL NECESSARY PAPERWORK FOR THE
PARTICIPATION IN THE INTERLOCAL PURCHASING SYSTEM (TIPS)
COOPERATIVE PURCHASING PROGRAM; AND PROVIDING FOR AN
IMMEDIATE EFFECTIVE DATE.

WHEREAS, the Board of Directors of the Pasadena Economic Development Corporation,
a Type B economic development corporation (hereinafter referred to as the “PEDC”) located
within the City of Pasadena, Texas, pursuant to the authority granted by TEX. GOV’T CODE §

791.001, et seq, desires to participate in the TIPS Purchasing Cooperative offered by Region VIII

Education Service Center, and is of the opinion that participating in this program will be highly

beneficial to the taxpayers through the anticipated savings to be realized; and

WHEREAS, the Board of Directors of the PEDC authorize and approve the execution of
any and all necessary paperwork for the participation in The Interlocal Purchasing System (TIPS)
cooperative purchasing program.

NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF
THE PASADENA ECONOMIC DEVELOPMENT CORPORATION, THAT:

Section 1. The foregoing recitals are hereby found to be true and correct findings of
the PEDC and are fully incorporated into the body of this Resolution.

Section 2. The Board of Directors of the PEDC requests a stated need for participation
in The Interlocal Purchasing System (TIPS) whereby Rick Guerrero, Executive Director of the
PEDC, is authorized and directed to sign and deliver any and all necessary requests and documents
in connection therewith for and on behalf of the PEDC for the participation in The Interlocal
Purchasing System (TIPS) cooperative purchasing program.

Section 3. This Resolution shall become effective immediately upon its passage.

PASSED, APPROVED AND ADOPTED by the Board of Directors of the Pasadena

Economic Development Corporation, on this the day of ___________, 2022.

APPROVED:

Richard Lord, Vice President

ATTEST:

Salvador Serrano, Secretary

AN INTERLOCAL AGREEMENT Between
Region 8 Education Service Center and a

TEXAS PUBLIC ENTITY OR LOCAL GOVERNMENT
(School, College, University, State, City, County, or Other Political Subdivision)

PASADENA ECONOMIC DEVELOPMENT CORPORATION -
TEXAS PUBLIC ENTITY NAME Control Number (TIPS will
Assign) Schools enter
County-District Number

Region 8 Education Service Center 225 - 950
Pittsburg, Texas County-District Number

Texas Education Code §8.002 permits regional education service centers, at the direction of
the Commissioner of Education, to provide services to assist school districts, colleges and
universities in improving student performance and increasing the efficiency and effectiveness of
school, college and university operations. Authority for an Interlocal agreement to provide such
services is granted under Texas Government Code § 791 et seq as amended. Cooperative
Purchasing Services under this agreement are extended to all Texas State, City or County
Government Agencies, or any other legally eligible Local Government Entity as defined in the
Texas Government Code § 791.003.

This Interlocal Agreement (hereinafter the “Agreement”) is effective , 2022,

and shall be automatically renewed unless either party gives sixty (60) days prior written notice of

non- renewal. This Agreement may be terminated without cause by either party upon (60) days

prior written notice, or may also be determined for cause at any time upon written notice

stating the reason for and effective date of such terminations and after giving the affected party

a thirty (30) day period to cure any breach.

Statement of Services to be Performed:
Region 8 Education Service Center, by this Agreement, agrees to provide cooperative purchasing
services to the above-named public entity through a Program known as The Interlocal Purchasing
System (TIPS) Program.

The purpose of the TIPS Program shall be to improve procurement process efficiencies and assist
in achieving best value for participating School District, University, College, Community College,
City, County or Other Public Agencies through cooperative purchasing.

Roles of the TIPS Purchasing Cooperative:
- Provide for the organizational structure of the program.
- Provide staff for efficient operation of the program.
- Promote marketing of the TIPS Program.
- Coordinate the Competitively Bid Process for all Vendor Awarded Contracts.
- Provide members with procedures for placing orders through TIPS PO System.
- Maintain filing system for Due Diligence Documentation.
- Collect fees from vendors to support the costs of operations of TIPS.

Role of the Public Entity:

- Commit to participate in the program by an authorized signature on membership forms.
- Designate a Primary Contact and Secondary Contact for entity.
- Commit to purchase products and services from TIPS Vendors when in the best interest of

the entity.
- Submit Purchase Orders and/or Vendor Contracts through the TIPS PO System by

emailing the pdf document to [email protected].
- Accept shipments of products ordered from Awarded Vendors.
- Process Payments to Awarded Vendors in a timely manner.

General Provisions:

The Parties agree to comply fully with all applicable federal, state, and local statutes, ordinances,
rules, and regulations in connection with the programs contemplated under this Agreement.
This Agreement is subject to all applicable present and future valid laws governing suchprograms.

This Agreement shall be governed by the law of the State of Texas and venue shall be in the county
in which the administrative offices of RESC 8 are located which is Camp County, Texas.

This Agreement contains the entire agreement of the Parties hereto with respect to the matters
covered by its terms, and it may not be modified in any manner without the express written consent
of the Parties.

If any term(s) or provision(s) of this Agreement are held by a court of competent jurisdiction to
be invalid, void, or unenforceable, the remainder of the provisions of this Agreement shall remain
in full force and effect.

The Parties to this Agreement expressly acknowledge and agree that all monies paid pursuant
to this Agreement shall be paid from legally appropriated and budgeted available funds for the
current fiscal year of each such entity.

No jointly owned property shall be created by this agreement and, therefore, no provision to
dispose of jointly held property is required.

Before any party may resort to litigation, any claims, disputes or other matters in question between
the Parties to this Agreement shall be submitted to nonbinding mediation. The site of the mediation
shall be in Camp County, Texas or a site mutually agreed by the parties. The selection of the
mediator shall be mutually agreed. The cost of mediation shall be shared equally. No Party to this
Agreement waives or relinquishes any immunity or defense on behalf of themselves, their
directors, officers, employees, and agents as a result of its execution of this Agreement and
performance of the functions and obligations described herein.

No Party to this Agreement waives or relinquishes any immunity or defense on behalf of
themselves, their directors, officers, employees, and agents as a result of its execution of this
Agreement and performance of the functions and obligations described herein.

This Agreement may be negotiated and transmitted between the Parties by electronic means and
the terms and conditions agreed to are binding upon the Parties.

Authorization:

Region 8 Education Service Center and The Interlocal Purchasing System (TIPS) Program have
entered into an Agreement to provide cooperative purchasing opportunities to public agencies.

This Agreement was approved by the governing boards of the respective parties at meetings that
were posted and held in accordance with the Texas Open Meetings Act, Texas Government Code
Chapter 551. (If required by the entity.)

The individuals signing below are authorized to do so by the respective parties to this Agreement.

Member Entity: Purchasing Cooperative Lead Agency:
Region 8 Education Service Center

Entity or District Name By:
By: Authorized Signature

Authorized Signature Date Signed:
Print Name:
Title: Public Entity Contact Information:
Date Signed: Pasadena Economic Development Corporation,

ATTEST: By:
Rick Lord, Interim President

Date Signed:

Salvador Serrano, Secretary

TO: Board of Directors
FROM: Rick Guerrero
DATE: December 2, 2022
SUBJECT: Underpass Project: Freese and Nichols, Inc. - RGB Lighting PM, Design, Bid & Construction
Phase Services

SUMMARY: The Strategic Plan identifies Support Structures for Economic Development that stretch
beyond the typical scope of activities related to business growth and investment. Those activities
associated with quality of life, transportation, housing, and infrastructure affect Pasadena’s economic
success. The Shaw Area Corridor has been identified as a key area for redevelopment. In December 2021
the Board approved an agreement with Skyrim Studio, Inc. to address the parking issues in the Shaw
Redevelopment area while bringing revitalization to the area. EDCs participation focuses on special lighting
and art, while the city will handle restriping and parking improvements. By taking this approach, the area
will become attractive and safe for individuals to park during the day and after hours.

This agreement will allow Freese and Nichols, Inc. to provide RGB (Red/Green/Blue) lighting system design
for the light installation project as well as producing construction drawings, assisting with bidding, TxDOT
coordination and construction services general representation.

STRATEGIC PLAN JUSTIFICATION: Section 6.4 - Work with the City to upgrade Pasadena’s visual
CURRENT ACTION: appeal, especially along major commercial corridors and in
districts targeted for new development and redevelopment.
PRIOR ACTION:
BUDGET FUNDING: Authorize Staff to negotiate and execute an agreement with
ATTACHMENTS: Freese and Nichols, Inc. for project management, design, bid and
construction phase services associated with the RGB lighting
system as part of the SH 225 Underpass Lighting Project (CIP#
S165) in the amount not to exceed $43,296.00 from the North
Pasadena Redevelopment project account (M008).

December 2021 Board approved agreement with Skyrim Studio,
Inc. to create a place making and light installation project. (PEDC
21-048)

EDCM008-7998

1 – Draft Agreement

Rev. 4/19

PROFESSIONAL SERVICES AGREEMENT

STATE OF TEXAS §

COUNTY OF TARRANT §

This Agreement is entered into by Pasadena Economic Development, Corporation (PEDC), hereinafter called
“Client” and Freese and Nichols, Inc., hereinafter called “FNI.” In consideration of the Agreements herein,
the parties agree as follows:
I. EMPLOYMENT OF FNI: In accordance with the terms of this Agreement, Client agrees to employ and

compensate FNI to perform professional services in connection with the Project. The Project is described
as SH 225 Underpass Lighting Project.

II. SCOPE OF SERVICES: FNI shall render professional services in connection with Project as set forth in
Attachment SC – Scope of Services and Responsibilities of Client which is attached to and made a part of
this Agreement.

III. COMPENSATION: Client agrees to pay FNI for all professional services rendered under this Agreement.

FNI shall perform professional services as outlined in the “Scope of Services” for a Level of Effort (Not to

Exceed) fee of Forty-Three Thousand Two Hundred Ninety-Six Dollars, $43,296.00. The fee breakdown

shall be as follows:

Project Management: $7,495

Design: $17,217

Bid Phase Services: $2,005

Construction Phase Services: $9,363

Additional Services: $7,216

Total: $43,296

If FNI’s services are delayed or suspended by Client, or if FNI’s services are extended for more than 60

days through no fault of FNI, FNI shall be entitled to equitable adjustment of rates and amounts of

compensation to reflect reasonable costs incurred by FNI in connection with such delay or suspension

and reactivation and the fact that the time for performance under this Agreement has been revised.

IV. TERMS AND CONDITIONS OF AGREEMENT: The Terms and Conditions of Agreement as set forth as
Attachment TC – Terms and Conditions of Agreement shall govern the relationship between the Client
and FNI.

Nothing under this Agreement shall be construed to give any rights or benefits in this Agreement to anyone
other than Client and FNI, and all duties and responsibilities undertaken pursuant to this Agreement will be
for the sole and exclusive benefit of Client and FNI and not for the benefit of any other party. This Agreement
constitutes the entire Agreement between Client and FNI and supersedes all prior written or oral
understandings.

This contract is executed in two counterparts. IN TESTIMONY HEREOF, Agreement executed:

Freese and Nichols, Inc. Pasadena Economic Development, Corp.

By: By:

Vimal Nair, PE, Vice President Print Name and Title

Print Name and Title

Date: 12/5/22 Date:

ATTEST: ATTEST:

ATTACHMENT SC

SCOPE OF SERVICES AND RESPONSIBILITIES OF CLIENT

PROJECT UNDERSTANDING
Our understanding of the scope of work under this proposal is as follows:

1. Provide RGB lighting system design for the overpass.
2. Provide power design for the RGB lighting system.
3. The overpass structure is TxDOT property and TxDOT will be reviewing drawings and specs

submitted by FNI.
4. The lighting fixtures and conduit will be mounted to the understructure. Mounting or anchoring will

not be permissible on vertical columns or structural beams.
5. The electrical system design will include DMX communications cabling for the dynamic lighting

fixtures and enclosure space for the dynamic lighting controller.
6. There will be a maximum of one (1) electrical utility service location.
7. Evaluate existing electrical service at Main Street under the overpass, contingent on available

electrical capacity, voltage drop, and accessibility.
8. The electrical distribution for the roadway illumination shall comply with the National Electrical

Code (NEC).
9. Drawings, details, and specifications will comply with City requirements, TxDOT standard details, or

FNI details with priority given in that order.

This scope of work includes producing construction drawings, assisting with bidding, TxDOT coordination
and construction services general representation.

EXCLUSIONS
The scope of work does not include the following items:

1. Photometric calculations
2. Relocation of existing utilities
3. Coordination with electrical utilities to relocate distribution electrical lines
4. Demolition of existing electrical utility facilities
5. Coordination with building occupants or other community involvement
6. TxDOT special specifications
7. FNI engineer lead TxDOT review or approval of new City’s lighting standards

ARTICLE I

BASIC SERVICES: FNI shall render the following professional services in connection with the development of
the Project:

A. PRE-PROJECT SERVICES: FNI shall provide professional services in this phase as follows:
1. Internal Kickoff Meeting- conduct one (1) internal kickoff meeting with design team to
discuss scope of work, schedule, and budget. (.5 hour virtual assumed)
2. Kick Off Meeting – conduct one (1) kick off meeting with Client and TxDOT to discuss project
schedule, confirm scope of design and other project related issues before commencing
construction drawings. (1 hour virtual assumed)

SC-1

B. PROJECT MANAGEMENT SERVICES: FNI shall provide professional services as follows:
1. Review and edit City provided front end specs as required
2. Quality Control and Quality Assurance Reviews
3. Monthly Status Reports
4. Maintain and monitor Scope, budget, and schedule
5. Periodic communication with Client
6. Project Closeout

C. CONSTRUCTION DOCUMENTS: FNI shall provide professional services in this phase as follows:
1. Construction Drawings – Construction Document Package will utilize TxDOT standard
sheets and details where necessary and will include the following:
a. Electrical Site Plan
b. Electrical Diagrams and Schedules
c. Electrical Details
d. Cost Estimate
e. Project Specifications
2. Design Refinement – FNI will submit to the Client for comment drawings sets at 50% and
100% levels of completion. Project information will become increasingly detailed as the
project milestones area reached. The Client will have an opportunity to make comments or
minor changes at each submittal milestone. Upon receiving comments, FNI will address the
comments and incorporate them into the next set of drawings.
3. Engineer to attend one (1) site visit for utility coordination.
4. FNI will submit electronic (.pdf format) 50% drawings (22”x34”), specifications, and cost
estimate to Client for initial review and comment. CAD files will be submitted upon request.
5. FNI will submit electronic 50% drawings and specifications to TxDot for review. FNI and
Client will coordinate requirements with TxDot.
6. Engineer to attend 50% review meeting with Client (1-hour virtual meeting assumed).
7. FNI will submit electronic (.pdf format) 100% unsigned drawings (22”x34”), specifications,
and cost estimate to Client for initial review and comment. CAD files will be submitted
upon request. Client will coordinate with TxDot for TxDot review.
8. FNI will submit electronic 100% drawings and specifications to TxDot for review. FNI and
Client will coordinate requirements with TxDot.
9. Engineer to attend 100% review meeting with Client (1-hour virtual meeting assumed).
10. Signed and Sealed Drawings – FNI will revise the construction documents to address Client
and TxDot comments. Revised plans will be signed, sealed and ready for issuance for public
bid by City of Pasadena.

D. BID OR NEGOTIATION PHASE: Upon completion of the Construction Documents and approval of
“Final” drawings and specifications by Client, FNI shall provide professional services in this phase as
follows:

1. This fee is based on the assumption that the bid phase will have a 30-day duration.
2. Attend Pre-bid meeting (1 hour virtual assumed).
3. Assist Client by responding to questions and interpreting bid documents. Prepare and issue

addenda to the bid documents to plan holders if necessary.

SC-2

4. Furnish contractor copies of the drawings and specifications electronically (.pdf format) as well
as CAD files upon request.

E. CONSTRUCTION PHASE: Upon completion of the bid or negotiation phase services, FNI will proceed
with the performance of construction phase general representation services as described below.

FNI will endeavor to protect Client in providing these services. However, it is understood that FNI
does not guarantee the Contractor’s performance, nor is FNI responsible for supervision of the
Contractor’s operation and employees. FNI shall not be responsible for the means, methods,
techniques, sequences or procedures of construction selected by the Contractor, or any safety
precautions and programs relating in any way to the condition of the premises, the work of the
Contractor or any Subcontractor. FNI shall not be responsible for the acts or omissions of any person
(except its own employees or agents) at the Project site or otherwise performing any of the work of
the Project.

These services are based on the use of FNI standard General Conditions for construction projects.
Modifications to these services required by use of other general conditions or contract administration
procedures are an additional service. If general conditions other than FNI standards are used, the
Client agrees to include provisions in the construction contract documents that will require the
construction contractor to include FNI and their subconsultants on this project to be listed as an
additional insured on contractor’s insurance policies.

1. This fee is based on the assumption that the Construction Phase will have a 60-day duration.
2. PM to attend Pre-Construction conference with Contractor(s). (1 hour virtual meeting assumed).
3. Review contractor’s submittals, including, requests for information, modification requests, shop

drawings, schedules, and other submittals in accordance with the requirements of the
construction contract documents for the projects. Monitor the progress of the contractor in
sending and processing submittals to see that documentation is being processed in accordance
with schedules.
4. Engineer to attend one (1) substantial completion site visit. Visits to the site in excess of the
specified number are an Additional Service.

F. ADDITIONAL SERVICES: FNI upon prior written authorization from the Client, shall furnish additional
services, and the Client shall compensate FNI for the services rendered. It is expressly understood
and agreed that FNI shall not furnish any additional services without the prior written authorization
of the Client. The Client shall have no obligation to pay for such additional services that have been
performed without prior written authorization of the Client as hereinabove provided.

ARTICLE II – N/A
ARTICLE III – N/A

ARTICLE IV

COMMENCMENT OF THE WORK: FNI is authorized to commence work on the Project upon execution of this
Agreement and agrees to complete the services as shown on attached schedule.

If FNI’s services are delayed through no fault of FNI, FNI shall be entitled to adjust contract schedule
consistent with the number of days of delay. These delays may include but are not limited to delays in Client
or regulatory reviews, delays on the flow of information to be provided to FNI, governmental approvals, etc.

SC-3

ARTICLE V
RESPONSIBILITIES OF CLIENT: Client shall perform the following in a timely manner so as not to delay the
services of FNI:
A. Client recognizes and expects that change orders may be required to be issued during construction.

The responsibility for the costs of change orders will be determined on the basis of applicable
contractual obligations and professional liability standards. FNI will not be responsible for any change
order costs due to unforeseen site conditions, changes made by or due to the Client or Contractor,
or any change order costs not caused by the negligent errors or omissions of FNI. Nothing in this
provision creates a presumption that, or changes the professional liability standard for determining
if, FNI is liable for change order costs. It is recommended that the Client budget a minimum of 5% for
new construction and a minimum of 10% for construction that includes refurbishing existing
structures.
B. Assist FNI by placing at FNI’s disposal all available information pertinent to the Project including
previous reports and any other data relative to design or construction of the Project.
C. Arrange for access to and make all provisions for FNI to enter upon public and private property as
required for FNI to perform services under this Agreement.
D. Furnish approvals and permits from all governmental authorities having jurisdiction over the Project
and such approvals and consents from others as may be necessary for completion of the Project.
E. Attend the pre-bid conference, bid opening, preconstruction conferences, construction progress and
other job-related meetings and substantial completion inspections and final payment inspections.
F. Give prompt written notice to FNI whenever Client observes or otherwise becomes aware of any
development that affects the scope or timing of FNI’s services, or any defect or nonconformance of
the work of any Contractor.
G. Bear all costs incident to compliance with the requirements of this Article V.

SC-4

ARTICLE VI

DESIGNATED REPRESENTATIVES: FNI and Client designate the following representatives:

Client’s Project Representative Email:
Name: Mark Gardemal, PE, CFM [email protected]
Address: City of Pasadena, Texas Phone: 713-475-5573

Client’s Accounting Representative Email:
Name: Pasadena EDC [email protected]
Address: 1149 Ellsworth Dr. Phone: 713-920-7957

FNI’s Project Representative Email: [email protected]
Name: Teresa Castillon, PE Phone: 817-735-7322
Address: 801 Cherry Street, Suite 2800
Fort Worth, TX 76102

FNI’s Accounting Representative Email: [email protected]
Name: Sharon James Phone: 817-735-7298
Address: 801 Cherry Street, Suite 2800
Fort Worth, TX 76102

SC-5

ID Task Task Name Duration Start
Mode
Pasadena RGB 179 days Thu 11/3
0
Submit proposal 1 day Thu 11/3/
1 Client Review Proposal
2 Submit Revised Proposal 10 days Fri 11/4/2
3 Client processing proposal
4 Notice To Proceed 1 day Fri 11/18/
5 Project Setup and Internal Kickoff
6 50% Documents Phase 4 wks Mon 11/2
7
8 Prepare 50% Drawings. 0 wks Tue 12/20
9 Submit 50% Drawings for Internal QC
4 days Wed 12/2

23 days Thu 12/29

10 days Thu 12/29

0 days Thu 1/12/

10 50% IQC 4 days Fri 1/13/2

11 Address 50% IQC comments 2 days Thu 1/19/

12 Submit 50% drawings to Client 0 days Fri 1/20/2

13 Client & TxDOT Review 7 days Mon 1/23

14 Review teleconference meeting to discuss review 0 days Tue 1/31/
comments

15 100% Final Documents Phase 30 days Wed 2/1/

16 Prepare 100% Drawings. 10 days Wed 2/1/2

17 Submit 100% Drawings for Internal QC 0 days Tue 2/14/

18 100% IQC 5 days Wed 2/15
Wed 2/22
19 Address 100% IQC comments 3 days Fri 2/24/2
Mon 2/27
20 Submit 100% drawings to Client 0 days Tue 3/7/2

21 Client & TxDOT review 7 days Wed 3/8/2
Tue 3/14/
22 Review teleconference meeting to discuss client 0 days Wed 3/15
review comments Wed 4/26

23 Finalize IFB drawings 4 days Pag
24 Issue 100% S&S to client 1 day
25 Bid Phase 30 days
26 Construction Phase 60 days

Project: Pasadena RGB Manual Task Milestone
Date: Tue 11/29/22 Task Summary

Predecessors Finish Sep '22 Oct '22 Nov '22 Dec '22 Jan '23 Feb '23 Mar '23

3/22 11 18 25 2 9 16 23 30 6 13 20 27 4 11 18 25 1 8 15 22 29 5 12 19 26

/22 Tue 7/18/23
22 1
/22 2 Thu 11/3/22
21/22 3 Thu 11/17/22
0/22 4 Fri 11/18/22
21/22 5 Tue 12/20/22
9/22 Tue 12/20/22
9/22 6 Wed 12/28/22
/23 8 Tue 1/31/23
Thu 1/12/23
Thu 1/12/23

23 9 Wed 1/18/23
/23 10 Fri 1/20/23
23 11 Fri 1/20/23
3/23 12 Tue 1/31/23
/23 13 Tue 1/31/23

/23 Tue 3/14/23
23 14 Tue 2/14/23
/23 16 Tue 2/14/23

5/23 17 Tue 2/21/23
2/23 18 Fri 2/24/23
23 19 Fri 2/24/23
7/23 20 Tue 3/7/23
23 21 Tue 3/7/23

23 22 Mon 3/13/23
/23 23 Tue 3/14/23
5/23 24 Tue 4/25/23
6/23 25 Tue 7/18/23

Project Summary Manual Progress
Progress

ge 1

TERMS AND CONDITIONS OF AGREEMENT

1. DEFINITIONS: As used herein: (1) Client refers to the party named as such in the Agreement between
the Client and FNI; (2) FNI refers to Freese and Nichols, Inc., its employees and agents, and its
subcontractors and their employees and agents; and (3) Services refers to the professional services
performed by FNI pursuant to the Agreement.

2. INFORMATION FURNISHED BY CLIENT: Client will assist FNI by placing at FNI’s disposal all available
information pertinent to the Project including previous reports and any other data relative to design
or construction of the Project. FNI shall have no liability for defects or negligence in the Services
attributable to FNI’s reliance upon or use of data, design criteria, drawings, specifications, or other
information furnished by Client. To the fullest extent permitted by law, Client agrees to indemnify
and hold FNI harmless from any and all claims and judgments, and all losses, costs, and expenses
arising therefrom. FNI shall disclose to Client, prior to use thereof, defects or omissions in the data,
design criteria, drawings, specifications, or other information furnished by Client to FNI that FNI may
reasonably discover in its review and inspection thereof.

3. STANDARD OF CARE: The standard of care for all professional Services performed or furnished by
FNI under this Agreement will be the skill and care ordinarily used by members of the subject
profession practicing under the same or similar license and circumstances at the same time and in
the same locality. FNI makes no warranties, express or implied, under this Agreement or otherwise,
in connection with any Services performed or furnished by FNI.

4. INSURANCE: FNI shall provide Client with certificates of insurance with the following minimum
coverage:

Commercial General Liability Workers’ Compensation

$2,000,000 General Aggregate As required by Statute

Automobile Liability (Any Auto) Professional Liability

$1,000,000 Combined Single Limit $3,000,000 Annual Aggregate

5. CHANGES: Client, without invalidating the Agreement, may order changes within the general scope
of the Services required by the Agreement by altering, adding, and/or deducting from the Services to
be performed. If any such change under this clause causes an increase or decrease in FNI’s cost or
the time required for the performance of any part of the Services, an equitable adjustment will be
made by mutual agreement and the Agreement will be modified in writing accordingly.

FNI will make changes to the drawings, specifications, reports, documents, or other deliverables as
requested by Client. However, when such changes differ from prior comments, directions,
instructions, or approvals given by Client or are due to causes not solely within the control of FNI, FNI
shall be entitled to additional compensation and time required for performance of such changes to
the Services authorized under this Agreement.

6. OPINION OF PROBABLE CONSTRUCTION COSTS: No fixed limit of project construction cost shall be
established as a condition of the Agreement, unless agreed upon in writing and signed by the parties
hereto. If a fixed limit is established, FNI shall be permitted to include contingencies for design,
bidding, and price escalation in the construction contract documents to make reasonable
adjustments in the scope of the Project to adjust the project construction cost to the fixed limit. Such
contingencies may include bid allowances, alternate bids, or other methods that allow FNI to
determine what materials, equipment, component systems, and types of construction are to be

Attachment TC Page 1 of 4 FNI __________
Rev 07/22 CLIENT __________

included in the construction contract documents. Fixed limits, if any, shall be increased by the same
amount as any increase in the contract price after execution of the construction contract.

FNI will furnish an opinion of probable construction or program cost based on present day pricing,
but does not guarantee the accuracy of such estimates. Opinions of probable cost, financial
evaluations, feasibility studies, economic analyses of alternate solutions, and utilitarian
considerations of operations and maintenance costs prepared by FNI hereunder will be made on the
basis of FNI’s experience and qualifications and represent FNI’s judgment as an experienced and
qualified design professional. It is recognized, however, that FNI does not have control over the cost
of labor, material, equipment, or services furnished by others or over market conditions or
contractors’ methods of determining prices. Accordingly, FNI cannot and does not warrant or
represent that bids or cost proposals will not vary from the Client’s project budget or from any
estimate or opinion of probable construction or program cost prepared by or agreed to by FNI.

7. PAYMENT: Progress payments may be requested by FNI based on the amount of Services completed.
Payment for the Services of FNI shall be due and payable upon submission of a statement for Services
to Client and in acceptance of the Services as satisfactory by Client. Statements for Services shall not
be submitted more frequently than monthly. Any applicable taxes imposed upon Services, expenses,
and charges by any governmental body after the execution of this Agreement will be added to
FNI’s compensation.
If Client fails to make any payment due FNI for Services, expenses, and charges within 45 days after
receipt of FNI’s statement for Services therefore, the amounts due FNI will be increased at the rate
of 1 percent per month from said 45th day, and, in addition, FNI may, after giving 7 days’ written
notice to Client, suspend Services under this Agreement until FNI has been paid in full for all amounts
due for Services, expenses, and charges.
If FNI’s Services are delayed or suspended by Client or are extended for more than 60 days
through no fault of FNI, FNI shall be entitled to equitable adjustment of rates and amounts of
compensation to reflect reasonable costs incurred by FNI in connection with such delay or
suspension and reactivation and the fact that the time for performance under this Agreement has
been revised.

8. OWNERSHIP OF DOCUMENTS: All drawings, reports, data, and other project information developed
in the execution of the Services provided under this Agreement shall be the property of Client
upon payment of FNI’s fees for Services. FNI may retain copies for record purposes. Client agrees
such documents are not intended or represented to be suitable for reuse by Client or others. Any
reuse by Client or by those who obtained said documents from Client without written
verification or adaptation by FNI, will be at the Client’s sole risk and without liability or legal
exposure to FNI, or to FNI’s independent associates or consultants. To the fullest extent
permitted by law, Client shall indemnify and hold harmless FNI and FNI’s independent associates
and consultants from all claims, damages, losses, and expenses including attorneys’ fees arising
out of or resulting therefrom. Any such verification or adaptation will entitle FNI to further
reasonable compensation. FNI may reuse all drawings, report data, and other project information in
the execution of the Services provided under this Agreement in FNI’s other activities. Any reuse by
FNI will be at FNI’s sole risk and without liability or legal exposure to Client, and FNI shall indemnify
and hold harmless Client from all claims, damages, losses, and expenses including reasonable
attorneys’ fees arising out of or resulting therefrom.

9. TERMINATION: The obligation to provide Services under this Agreement may be terminated by either

party upon 10 days’ written notice. In the event of termination, FNI will be paid for all Services

rendered and reimbursable expenses incurred to the date of termination and, in addition, all

AttachrmeiemntbTuCrsable expenses directly attributable to termination. FNI __________

Rev 07/22 Page 2 of 4 CLIENT __________

10. CONSTRUCTION REPRESENTATION: If required by the Agreement, FNI will furnish construction
representation according to the defined scope for these Services. FNI will observe the progress and
the quality of work to determine in general if the work is proceeding in accordance with the
construction contract documents. In performing these Services, FNI will report any observed
deficiencies to Client, however, it is understood that FNI does not guarantee the contractor’s
performance, nor is FNI responsible for the supervision of the contractor’s operation and employees.
FNI shall not be responsible for the contractor’s means, methods, techniques, sequences, or
procedures of construction or the safety precautions and programs incident to the work of the
contractor. FNI shall not be responsible for the acts or omissions of any person (except its own
employees or agents) at the project site or otherwise performing any of the work of the Project. If
Client designates a resident project representative that is not an employee or agent of FNI, the duties,
responsibilities, and limitations of authority of such resident project representative will be set forth
in writing and made a part of this Agreement before the construction phase of the Project begins.

11. GENERAL CONDITIONS OF THE CONSTRUCTION CONTRACT: Client agrees to include provisions in
the general conditions of the construction contract that name FNI: (1) as an additional insured and
in any waiver of subrogation rights with respect to such liability insurance purchased and maintained
by the contractor for the Project (except workers’ compensation and professional liability policies);
and (2) as an indemnified party in the indemnification provisions where the Client is named as an
indemnified party.

12. POLLUTANTS AND HAZARDOUS WASTES: It is understood and agreed that FNI has neither created
nor contributed to the creation or existence of any hazardous, radioactive, toxic, irritant, pollutant,
or otherwise dangerous substance or condition at the project site, if any, and its compensation
hereunder is in no way commensurate with the potential risk of injury or loss that may be caused by
exposures to such substances or conditions. The parties agree that in performing the Services
required by this Agreement, FNI does not take possession or control of the subject site, but acts as
an invitee in performing the Services, and is not therefore responsible for the existence of any
pollutant present on or migrating from the site. Further, FNI shall have no responsibility for any
pollutant during clean-up, transportation, storage or disposal activities.

13. SUBCONTRACTS: If, for any reason and at any time during the progress of providing Services, Client
determines that any subcontractor for FNI is incompetent or undesirable, Client shall notify FNI
accordingly and FNI shall take immediate steps for cancellation of such subcontract. Subletting by
subcontractors shall be subject to the same regulations. Nothing contained in the Agreement shall
create any contractual relation between any subcontractor and Client.

14. PURCHASE ORDERS: If a purchase order is used to authorize FNI’s Services, only the terms,
conditions, and instructions typed on the face of the purchase order shall apply to this Agreement.
Should there be any conflict between the purchase order and the terms of this Agreement, then this
Agreement shall prevail and be determinative of the conflict.

15. CONSEQUENTIAL DAMAGES: In no event shall FNI be liable in contract, tort, strict liability, warranty,
or otherwise for any special, indirect, incidental, or consequential damages (such as loss of product,
loss of use of equipment or systems, loss of anticipated profits or revenue, non-operation or
increased expense of operation), arising out of, resulting from, or in any way related to this
Agreement or the Project.

16. ARBITRATION: No arbitration, arising out of or relating to this Agreement, involving one party to this
Agreement may include the other party to this Agreement without their approval.

Attachment TC Page 3 of 4 FNI __________
Rev 07/22 CLIENT __________

17. SUCCESSORS AND ASSIGNMENTS: Client and FNI and the partners, successors, executors,
administrators, and legal representatives of each are hereby bound to the other party to this
Agreement and to the partners, successors, executors, administrators, and legal representatives (and
said assigns) of such other party, in respect of all covenants, agreements, and obligations of this
Agreement.

Neither Client nor FNI shall assign, sublet, or transfer any rights under or interest in (including, but
without limitation, moneys that may become due or moneys that are due) this Agreement without
the written consent of the other, except to the extent that any assignment, subletting, or transfer is
mandated by law or the effect of this limitation may be restricted by law. Unless specifically stated
to the contrary in any written consent to an assignment, no assignment will release or discharge the
assignor from any duty or responsibility under this Agreement. Nothing contained in this paragraph
shall prevent FNI from employing such independent associates and consultants as FNI may deem
appropriate to assist in the performance of Services hereunder.

Attachment TC Page 4 of 4 FNI __________
Rev 07/22 CLIENT __________

TO: Board of Directors
FROM: Rick Guerrero
DATE:
SUBJECT: December 2, 2022

Industrial District Water System Improvements Phase I: Aurora Technical Services, Inc.

SUMMARY: Staff is requesting approval of an agreement with Aurora Technical Services, Inc., to provide
engineering design and bid phase services related to the Phase I Industrial Water System Improvements in
the amount not to exceed $2,000,000 as part of the Industrial District Infrastructure Improvements Project
(Z006). These improvements include a combination of water transmission mains and rehabilitating the former
Coastal Water Authority (CWA) pump station facility now owned by the City of Pasadena.
The Phase I Improvements consist of the following four (4) projects:

 Pasadena Industrial District 36-in. Transmission Line Phase I
 Pasadena Industrial District 36-in. Transmission Line Phase II
 CWA Pump Station Rehabilitation
 Pasadena Industrial District 20-in Transmission Line

The scope of work includes engineering design services and bid phase services.

STRATEGIC PLAN JUSTIFICATION: Section 2.2 - Aggressively pursue domestic and international
business recruitment/retention targets.

CURRENT ACTION: Authorize Staff to negotiate and execute an agreement with
Aurora Technical Services, LLC, for the Industrial District Water
System Improvements – Phase I Project that includes: Pasadena
Industrial District 36-in. Transmission Line Phase I in the amount
not to exceed $605,985 (W084), Pasadena Industrial District 36-in.
Transmission Line Phase II in the amount not to exceed $599,725
(W085), CWA Pump Station Rehabilitation in the amount not to
exceed $641,485 (W086), Pasadena Industrial District 20-in.
Transmission line in the amount not to exceed $152, 805 (W087).
Total contract amount not to exceed $2M will be funded from the
Industrial District Infrastructure Improvements Project Account
(Z006).

PRIOR ACTION: N/A

BUDGET FUNDING: EDCZ006-7998

ATTACHMENTS: 1 – Proposal (click for full documents)
2 – Project Budget Totals

Industrical District Water System Improvements - Phase I Projects

Budget Totals: Aurora Technical Services, Inc.

Proposed Fee $ 570,985.00

W084 Pasadena Industrial District 36in Transmission Line Ph I Additional Services $ 35,000.00

Total $ 605,985.00

W085 Pasadena Industrial District 36in Transmission Line Ph II Proposed Fee $ 564,725.00
Additional Services $ 35,000.00
Total $ 599,725.00

W086 CWA Pump Station Rehabilitation Proposed Fee $ 606,485.00
Additional Services $ 35,000.00
Total $ 641,485.00

W087 Pasadena Industrial District 20in Transmission Line Proposed Fee $ 142,570.00
Additional Services $ 10,235.00
Total $ 152,805.00

Total for Appropriation $ 2,000,000.00