Ordinance No. 15,276 ORDINANCE NO. 15,276
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN,TEXAS,
AUTHORIZING A PROFESSIONAL SERVICES AGREEMENT WITH CAROLLO
ENGINEERS, INC., FOR CONSTRUCTION MANAGEMENT AND INSPECTION
SERVICES FOR THE BAKER ROAD LIFT STATION REHABILITATION PROJECT;
AUTHORIZING PAYMENT BY THE CITY OF BAYTOWN IN AN AMOUNT NOT
TO EXCEED TWO HUNDRED NINETY-NINE THOUSAND SIX HUNDRED
TWENTY-FOUR AND NO100 DOLLARS ($299,624.00); MAKING OTHER
PROVISIONS RELATED THERETO; AND PROVIDING FOR THE EFFECTIVE
DATE THEREOF.
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BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN,TEXAS:
Section 1: That the City Council of the City of Baytown,Texas,hereby authorizes and directs
the City Manager to execute and the City Clerk to attest to a Professional Services Agreement with Carollo
Engineers, Inc., for Construction Management and Inspection Services for the Baker Road Lift Station
Rehabilitation Project. A copy of said agreement is attached hereto as Exhibit"A"and incorporated herein
for all intents and purposes.
Section 2: That the City Council of the City of Baytown authorizes payment to Carollo
Engineers, Inc., in an amount not to exceed TWO HUNDRED NINETY-NINE THOUSAND SIX
HUNDRED TWENTY-FOUR AND NO.1100 DOLLARS ($299,624.00) for professional services in
accordance with the agreement authorized in Section 1 hereinabove.
Section 3: That the City Manager is hereby granted general authority to approve a decrease or
an increase in costs by FIFTY THOUSAND AND NO.,100 DOLLARS($50,000.00)or less.
Section 4: This ordinance shall take effect immediately from and after its passage by the City
Council of the City of Baytown.
INTRODUCED, READ and PASSED by the affirmative vote of the City Council of the City of
Baytown this the 2211 day of November,2022.
' p'Nvo ,y NDON CAPETILL Mayor
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EXHIBIT "A"
AGREEMENT FOR CONSULTING SERVICES
STATE OF TEXAS §
COUNTY OF HARRIS §
This Agreement (this "Agreement") is entered into by and between Carollo Engineers, Inc.
(hereinafter "Consultant") and the City of Baytown, a home-rule municipality located in Hams
and Chambers Counties,Texas(the"City").
1. Scope of Services/Consultant Fees
This Agreement authorizes Consultant to perform Professional Construction Management
services for Baker Road Lift Station Rehabilitation (the "Work") for and on behalf of the City.
The scope of the Work is detailed in Exhibit "A." The compensation and professional fees for
Consultant and its subconsultants is more particularly described in Exhibit "B" and shall not
exceed TWO HUNDRED NINETY-NINE THOUSAND SIX HUNDRED TWENTY-FOUR
AND ZERO/100 DOLLARS ($299,624.00). The time schedules for the Work are specified in
Exhibit "C." Each of these Exhibits "A" through "C" are incorporated into this Agreement by
reference for all purposes.
2. Compensation and Professional Fees
a. The City shall pay Consultant in installments based upon monthly progress
reports and detailed invoices submitted by the Consultant based upon the
following:
1. Design Phase Services (Lump Sum)...........................................................$N/A
2. Bid Phase Services (Hourly Not to Exceed)...............................................$N/A
3. Construction Phase Services (Hourly Not to Exceed).....................$299,624.00
4. Additional Services (Lump Sum)..............................................................$N/A
(These services require independent and specific advance,written authorization)
5. Reimbursable Expenses(Not to Exceed)....................................................$N/A
6. Total................................................................................................$299,624.00
b. For an agreed contract amount identified as "Lump Sum," "Not to Exceed" and
"Reimbursable," Consultant shall not exceed the fixed contractual amount without
written authorization in the form of a Contract amendment.
C. Reimbursable Expenses, as shown in Exhibit "B," are itemized by work category.
Reimbursable Expenses shall be invoiced AT COST, without subsequent markup
by Consultant. All invoices containing a request for Reimbursable Expenses shall
include copies of the original expense receipts itemized per allowable category.
(1) Allowable reimbursable Expenses include:
(a) Hard copy reproductions, copies, and/or binding costs;
(b) Postage;
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(c) Mileage, for travel from Consultant's local office (within a 25-mile
radius)to meetings at the City or jobsite. Mileage shall be charged
at the current IRS rates;
(d) Travel Expenses, mileage from local office to state or federal
regulatory agency office beyond 100 miles; and
(e) Lodging expenses for destinations beyond 100 miles from
Consultant's local office AND when business hours exceed eight
hours within one business day OR when Consultant's services
require more than one eight-hour day at the destination; provided
such expenses has been approved in writing by the City.
(2) Disallowed Expenses include travel expenses for professional expertise
traveling into the Greater Houston Area from Consultant's office outside
the Greater Houston Area.
d. Consultant shall invoice based upon total services actually completed during the
applicable month. Invoices and all required or requested backup information shall
be tendered no more often than once a month. Consultant shall not invoice the
City for services or expenses that were incurred more than sixty (60) days before
the date of the invoice. Failure to timely invoice the City for services or expenses
shall result in Consultant's invoice being denied.
e. In the event of a disputed or contested invoice, the City may withhold from
payment that portion so disputed or contested, and the undisputed portion will be
paid.
3. Personnel of Consultant
a. Consultant's Project Manager
Consultant shall designate Neil Barnsdale, P.E., to serve as Project Manager for
the Work performed under this Agreement. Any change of Project Manager shall
require thirty(30)days advance written approval from the City's Representative.
b. Licensed and Registered Architects/Engineers
Consultant shall keep full-time registered architects and/or engineers licensed in
the State of Texas on staff and assigned to the Work for the duration of its
performance of the Work.
C. Data on Consultant's Employees
Prior to commencement of the Work, Consultant shall forward to the City a
detailed resume of the personnel that will be assigned to the Work. Such
personnel shall include, but not be limited to, architects and/or engineers as
applicable.
d. Rejection of Consultant's Employees
The City reserves the right to approve or reject from the Work any employees of
Consultant.
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4. Designation and Duties of the City's Representative
a. The City's Director of Public Works and Engineering or their designee shall act as
the City's Representative.
b. The City's Representative shall use his best efforts to provide nonconfidential City
records for Consultant's usage on the Work and to provide access to City's
property and easements. However, the City does not guarantee the accuracy or
correctness of the documents so provided. Notwithstanding the foregoing,
Professional shall be entitled to use and rely upon information provided by the
City in performing the services required under this Agreement only to the extent
and level specified by the City in writing for each document provided. Nothing
contained herein shall be construed to require the City to provide such records in
any certain format. The format in which the existing data and documentation will
be provided shall be at the sole discretion of the City.
5. Standards of Performance
a. Consultant shall perform all services under this Agreement with the care and skill
ordinarily used by members of Consultant's profession practicing under the same
or similar circumstances, time and locality. Opinion of probable cost shall be
based upon the Consultant's experience and represent its best judgment as an
experienced and qualified professional. Each submittal of opinion of probable
cost shall be commensurate with the project design.
Consultant shall be responsible for the technical accuracy of its services and
documents resulting therefrom, and the City shall not be responsible for discovering
design errors, omissions, or deficiencies therein. Consultant shall correct such
design errors,omissions, or deficiencies without additional compensation.
b. Codes and Standards
(1) All references to codes, standards, environmental regulations and/or
material specifications shall be to the latest revision, including all effective
supplements or addenda thereto, as of the date that the order for any
necessary equipment is made by the City or that the construction specified
is bid by the City.
(2) If any such equipment is specially manufactured, it shall be identified to
the City, and the Contractor and the Seller shall present sufficient data to
the City to support the design and the suitability of the equipment.
(3) All materials specified on any City project shall be in accordance with
City, ASTM, ACI, and AASHTO specifications, and with other recognized
standards. Proprietary material or other materials for which no generally
recognized standards exist may be used provided there has been at least
five (5) years of proven experience in the field, and such satisfactory
documentation has been approved by the City's Representative.
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(4) The Work shall be designed and furnished in accordance with the most
current codes and/or standards adopted by city, state, or federal
government or in general custom and usage by the profession and shall
comply with Texas Department of Licensing and Regulation's rules and
regulations, including the Texas Accessibility Standards.
(5) The codes and standards used in the profession set forth minimum
requirements. These may be exceeded by the Contractor or Consultant if
superior methods are available for successful operation of equipment
and/or for the construction project on which the Work is performed. Any
alternative codes or regulations used shall have requirements that are
equivalent or better than those in the above-listed codes and regulations.
Consultant shall state the alternative codes and regulations used.
(6) Consultant agrees the services it provides as an experienced and qualified
architect/engineer will reflect the professional standards, procedures and
performances common in the industry for this project. Consultant further
agrees that any analysis, reports, preparation of drawings, the designation
or selection of materials and equipment, the selection and supervision of
personnel and the performance of other services under this contract will be
pursuant to the standard of performance common in the profession.
(7) Consultant shall promptly correct any design or analytical errors,
omissions, or deficiencies caused by Consultant at no cost to City. The
City's approval, acceptance, use of or payment for all or any part of
Consultant's services hereunder or of the Work itself shall in no way alter
Consultant's obligations or the City's rights under this Agreement. As
applicable, Consultant shall provide the City with record "as-built"
drawings relating to the Work in an electronic format that is acceptable to
the City. City shall be in receipt of record drawings, if applicable, prior to
final payment.
(8) Consultant has no control over the cost of labor, materials, equipment or
services furnished by others, other than its subconsultants. Data
projections and estimates are based upon Consultant's opinion based on
experience and judgment. Consultant cannot and does not guarantee that
actual costs and/or quantities realized will vary from the data projections
and estimates prepared by Consultant.
(9) Consultant shall submit all final construction documents in both hard copy
and electronic format. Plans shall be AutoCAD compatible and all other
documents shall be Microsoft Office compatible. The software versions
used shall be compatible to current City standards. Other support
documents, for example, structural calculations, drainage reports and
geotechnical reports, shall be submitted in hard copy only. All Record
Drawings electronic files shall be submitted to the City in PDF/TIF format.
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6. Schedule
Consultant shall not proceed with the Work or any stage thereof until written notice to proceed is
provided by the City's Representative. Consultant's obligation to render services specified in
Exhibit "B" will be for the entire period necessary for the final completion of the construction of
the Work. If the Consultant contributes to any delay in the schedule, Consultant will have no
right to seek and shall not be entitled to any additional compensation.
7. Instruments of Service
Upon execution of this Agreement, Consultant grants to the City an ownership interest in the
Instruments of Service. Consultant shall obtain similar interests from the City and Consultant's
consultants consistent with this Agreement. As noted in Articles 5 and 11, Consultant shall be
required to tender to City all Instruments of Service. With such ownership interest, it is expressly
understood by the parties hereto that the City may use the Instruments of Service for any purposes
which the City sees fit, including, but not limited to, subsequent construction, reconstruction,
alteration, and/or repairs of the Project. As a condition to the City's use of the Instruments of
Service, the City hereby expressly agrees to remove Consultant's name and all references to
Consultant and its consultants from the Documents. Provided that this Agreement is not
terminated for cause by the City, the City shall release any and all claims which the City could
make arising out of or in connection with any reuse of the documents by the City.
8. Insurance
Consultant shall procure and maintain at its sole cost and expense for the duration of the
Agreement, insurance against claims for injuries to persons or damages to property which may
arise from or in connection with the performance of the Work hereunder by Consultant, its
agents, representatives, volunteers, employees or subconsultants.
a. Consultant's General and Automobile insurance coverage shall be primary
insurance with respect to the City, its officials, employees and agents. Any
insurance or self-insurance maintained by the City, its officials, employees or
agents shall be considered in excess of Consultant's insurance and shall not
contribute to it. Further, Consultant shall include all subconsultants, agents and
assigns as additional insureds under its umbrella policy or shall furnish separate
certificates and endorsements for each such person or entity. All coverages for
subconsultants and assigns shall be subject to all of the requirements stated herein.
The following is a list of standard insurance policies along with their respective
minimum coverage amounts required in this Agreement:
1. Commercial General Liability
■ General Aggregate: $2,000,000
■ Products&Completed Operations Aggregate: $2,000,000
■ Personal & Advertising Injury: $1,000,000
■ Per Occurrence: $1,000,000
■ Fire Damage$500,000
■ Waiver of Subrogation required
■ Coverage shall be broad form
■ No coverage shall be deleted from standard policy without
notification of individual exclusions being attached for review and
acceptance.
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2. Business Automobile Policy
■ Combined Single Limits: $1,000,000
■ Coverage for"Any Auto"
■ Waiver of Subrogation required.
3. Errors and Omissions
■ Limit: $1,000,000 for this project
■ For all architects, engineers, and/or design companies
■ Claims-made form is acceptable
■ Coverage will be in force for one (1) year after completion of the
Project.
■ Waiver of Subrogation required.
4. Workers'Compensation
■ Statutory Limits
■ Employer's Liability$500,000
■ Waiver of Subrogation required.
b. The following shall be applicable to all policies of insurance required herein.
1. Insurance carrier for all liability policies must have an A.M. Best Rating
of A(-): VII or better.
2. Only insurance carriers licensed and admitted to do business in the State
of Texas will be accepted.
3. Liability policies must be on occurrence form. Errors and Omissions can
be on claims-made form.
4. Each insurance policy shall be endorsed to state that coverage shall not be
canceled in coverage or in limits except after thirty (30) days prior written
notice by mail, return receipt requested, has been given to the City.
5. The City, its officers, agents and employees are to be added as Additional
Insureds to all liability policies, with the exception of the Workers'
Compensation and Errors and Omissions Policies required herein.
6. Upon request and without cost to the City, certified copies of all insurance
policies and/or certificates of insurance shall be furnished to the City.
7. Upon request and without cost to the City, loss runs (claims listing)of any
and/or all insurance coverages shall be furnished to the City.
8. All insurance required herein shall be secured and maintained in a
company or companies satisfactory to the City, and shall be carried in the
name of Consultant. Consultant shall provide copies of insurance policies
and endorsements required hereunder to the City on or before the effective
date of this Agreement.
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9. Indemnification and Release(For service other than architectural and engineering)
CONSULTANT AGREES TO AND SHALL INDEMNIFY AND
HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS,
AGENTS, AND EMPLOYEES (HEREINAFTER REFERRED TO AS
THE "CITY") FROM AND AGAINST ANY AND ALL CLAIMS,
LOSSES, DAMAGES, CAUSES OF ACTION, SUITS AND
LIABILITY OF EVERY KIND, INCLUDING ALL EXPENSES OF
LITIGATION, COURT COSTS, AND ATTORNEY'S FEES, FOR
INJURY TO OR DEATH OF ANY PERSON, FOR DAMAGE TO
ANY PROPERTY OR FOR ANY BREACH OF CONTRACT TO
THE EXTENT ARISING OUT OF OR IN CONNECTION WITH AN
ACT OF NEGLIGENCE, INTENTIONAL TORT, INTELLECTUAL
PROPERTY INFRINGEMENT, OR FAILURE TO PAY A
SUBCONTRACTOR OR SUPPLIER COMMITTED BY THE
PROFESSIONAL OR THE CONSULTANT'S AGENT,
CONSULTANT UNDER CONTRACT, OR ANOTHER ENTITY
OVER WHICH THE CONSULTANT EXERCISES CONTROL
(COLLECTIVELY, CONSULTANT'S PARTIES). IT IS THE
EXPRESS INTENTION OF THE PARTIES HERETO, BOTH
CONSULTANT AND THE CITY, THAT THE INDEMNITY
PROVIDED FOR IN THIS PARAGRAPH IS INDEMNITY BY
CONSULTANT TO INDEMNIFY AND PROTECT THE CITY
FROM THE CONSEQUENCES OF CONSULTANT'S PARTIES'
OWN WILLFUL MISCONDUCT, JOINT OR SOLE NEGLIGENCE
AS WELL AS THE CONSULTANT'S PARTIES' INTENTIONAL
TORTS, INTELLECTUAL PROPERTY INFRINGEMENTS, AND
FAILURES TO MAKE PAYMENTS ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT. SUCH INDEMNITY
SHALL NOT APPLY, HOWEVER, TO LIABILITY ARISING FROM
THE PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE OF
PERSONS THAT IS CAUSED BY OR RESULTS FROM THE
NEGLIGENCE OF ANY PERSON OTHER THAN THE
CONSULTANT'S PARTIES. IN THE EVENT THAT ANY ACTION
OR PROCEEDING IS BROUGHT AGAINST THE CITY FROM
WHICH THE CITY IS INDEMNIFIED, CONSULTANT FURTHER
AGREES AND COVENANTS TO DEFEND THE ACTION OR
PROCEEDING BY LEGAL COUNSEL ACCEPTABLE TO THE
CITY. THE INDEMNITY PROVIDED HEREINABOVE SHALL
SURVIVE THE TERMINATION AND/OR EXPIRATION OF THIS
AGREEMENT.
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By this Agreement, the City does not consent to litigation or suit, and the City
hereby expressly revokes any consent to litigation that it may have granted by the
terms of this Contract or any other contract or agreement, any charter, or
applicable state law. Nothing herein shall be construed so as to limit or waive the
City's sovereign immunity. Consultant assumes full responsibility for its services
performed hereunder and hereby releases, relinquishes and discharges the City, its
officers, agents, and employees from all claims, demands, and causes of action of
every kind and character, including the cost of defense thereof, for any injury to or
death of any person (whether they be either of the parties hereto, their employees,
or other third parties) and any loss of or damage to property (whether the property
be that of either of the parties hereto, their employees, or other third parties)that is
caused by or alleged to be caused by, arising out of, or in connection with
Consultant's services to be performed hereunder. This release shall apply with
respect to Consultant's services regardless of whether said claims, demands, and
causes of action are covered in whole or in part by insurance.
9a. Indemnification and Release(For architectural and engineering services ONLY)
CONSULTANT AGREES TO AND SHALL INDEMNIFY AND
HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS,
AGENTS, AND EMPLOYEES (HEREINAFTER REFERRED TO AS
THE "CITY") FROM AND AGAINST ANY AND ALL CLAIMS,
LOSSES, DAMAGES, CAUSES OF ACTION, SUITS AND
LIABILITY OF EVERY KIND, INCLUDING ALL EXPENSES OF
LITIGATION, COURT COSTS, AND ATTORNEY'S FEES, FOR
INJURY TO OR DEATH OF ANY PERSON, FOR DAMAGE TO
ANY PROPERTY OR FOR ANY BREACH OF CONTRACT TO
THE EXTENT ARISING OUT OF OR IN CONNECTION WITH AN
ACT OF NEGLIGENCE, INTENTIONAL TORT, INTELLECTUAL
PROPERTY INFRINGEMENT, OR FAILURE TO PAY A
SUBCONTRACTOR OR SUPPLIER COMMITTED BY THE
PROFESSIONAL OR THE CONSULTANT'S AGENT,
CONSULTANT UNDER CONTRACT, OR ANOTHER ENTITY
OVER WHICH THE CONSULTANT EXERCISES CONTROL
(COLLECTIVELY, CONSULTANT'S PARTIES). IT IS THE
EXPRESS INTENTION OF THE PARTIES HERETO, BOTH
CONSULTANT AND THE CITY, THAT THE INDEMNITY
PROVIDED FOR IN THIS PARAGRAPH IS INDEMNITY BY
CONSULTANT TO INDEMNIFY AND PROTECT THE CITY
FROM THE CONSEQUENCES OF CONSULTANT'S PARTIES'
OWN WILLFUL MISCONDUCT, JOINT OR SOLE NEGLIGENCE
AS WELL AS THE CONSULTANT'S PARTIES' INTENTIONAL
Agreement for Professional Services,Page 8
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TORTS, INTELLECTUAL PROPERTY INFRINGEMENTS, AND
FAILURES TO MAKE PAYMENTS ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT. SUCH INDEMNITY
SHALL NOT APPLY, HOWEVER, TO LIABILITY ARISING FROM
THE PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE OF
PERSONS THAT IS CAUSED BY OR RESULTS FROM THE
NEGLIGENCE OF ANY PERSON OTHER THAN THE
CONSULTANT'S PARTIES. IN THE EVENT THAT ANY ACTION
OR PROCEEDING IS BROUGHT AGAINST THE CITY FROM
WHICH THE CITY IS INDEMNIFIED, CONSULTANT FURTHER
AGREES AND COVENANTS TO DEFEND THE ACTION OR
PROCEEDING BY LEGAL COUNSEL ACCEPTABLE TO THE
CITY. THE INDEMNITY PROVIDED HEREINABOVE SHALL
SURVIVE THE TERMINATION AND/OR EXPIRATION OF THIS
AGREEMENT, SUBJECT TO THE LIMITATIONS IN TEXAS
LOCAL GOVERNMENT CODE SECTION 271.904 AND TEXAS
CIVIL PRACTICE AND REMEDIES CODE SECTION 130.002.
By this Agreement, the City does not consent to litigation or suit, and the City
hereby expressly revokes any consent to litigation that it may have granted by the
terms of this Contract or any other contract or agreement, any charter, or
applicable state law. Nothing herein shall be construed so as to limit or waive the
City's sovereign immunity. Consultant assumes full responsibility for its services
performed hereunder and hereby releases, relinquishes and discharges the City, its
officers, agents, and employees from all claims, demands, and causes of action of
every kind and character, including the cost of defense thereof, for any injury to or
death of any person (whether they be either of the parties hereto, their employees,
or other third parties) and any loss of or damage to property (whether the property
be that of either of the parties hereto, their employees, or other third parties) that is
caused by or alleged to be caused by, arising out of, or in connection with
Consultant's services to be performed hereunder. This release shall apply with
respect to Consultant's services regardless of whether said claims, demands, and
causes of action are covered in whole or in part by insurance.
10. Subcontractors and Subconsultants
Consultant shall receive written approval of the City's Representative prior to the use of any
subcontractors or subconsultants. A copy of all proposed contracts with subconsultants and/or
subcontractors shall be given to the City before execution of such contracts.
11. Termination of Consultant
The City, besides all other rights or remedies it may have, shall have the right to terminate this
Agreement without cause upon written notice from the City Manager to Consultant of the City's
election to do so. Furthermore, the City may immediately and without notice terminate this
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Agreement if Consultant breaches this Agreement. A breach of this Agreement shall include, but
not be limited to,the following:
(a) failing to pay insurance premiums, liens, claims or other charges;
(b) failing to pay any payments due the city, state, or federal government from
Consultant or its principals, including, but not limited to, any taxes, fees,
assessments, liens, or any payments identified in this Agreement;
(c) the institution of voluntary or involuntary bankruptcy proceeding against
Consultant;
(d) the dissolution of Consultant;
(e) refusing or failing to prosecute the Work or any separable part with the
diligence that will ensure its completion within the time specified in this
Agreement;
(f) failing to complete Work within the time period specified in this
Agreement; and/or
(g) the violation of any provision of this Agreement.
Upon delivery of any notice of termination required herein, Consultant shall discontinue all
services in connection with the performance of the Agreement. Within ten(10)days after receipt
of the notice of termination, Consultant shall submit a final statement showing in detail the
services satisfactorily performed and accepted and all other appropriate documentation required
herein for payment of services. At the same time that the final statement is tendered to the City,
Consultant shall also tender to the City's Representative all of Consultant's instruments of
service, including all drawings, special provisions, field survey notes, reports, estimates, and any
and all other documents or work product generated by Consultant under this Agreement, whether
complete or not, in an acceptable form and format together with all unused materials supplied by
the City. No final payment will be made until all such instruments of service and materials
supplied are so tendered.
If this Agreement is terminated for cause, Consultant shall be liable for any damage to the City
resulting therefrom. This liability includes any increased costs incurred by the City in
completing Consultant's services. The rights and remedies of the City in this section are in
addition to any other rights and remedies provided by law or under this Agreement.
12. Records
Within ten (10) days of the City's request and at no cost to the City, the City will be entitled to
review and receive a copy of all documents that indicate work on the Project that is subject to
this Agreement.
13. Supervision of Consultant
Consultant is an independent contractor, and the City neither reserves nor possesses any right to
control the details of the Work performed by Consultant under the terms of this Agreement.
14. Billing
The City shall have thirty (30)days to pay Consultant's invoices from the date of receipt of such
invoices and necessary backup information. All invoices must identify with specificity the work
or services performed and the date(s) of such work or services. In the event of a disputed or
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contested invoice, the parties understand and agree that the City may withhold the portion so
contested, but the undisputed portion will be paid. Consultant shall invoice the City for work
performed no more than once a month and may not invoice the City for work not performed.
Invoices shall be received by the City no later than sixty (60) calendar days from the date
Consultant and/or its subconsultants perform the services or incur the expense. Failure by
Consultant to comply with this requirement shall result in Consultant's invoice being denied and
the City being relieved from any liability for payment of the late invoice.
15. Indebtedness
If Consultant, at any time during the term of this Agreement,incurs a debt, as the word is defined
in section 2-662 of the Code of Ordinances of the City of Baytown, it shall immediately notify
the City's Director of Finance in writing. If the City's Director of Finance becomes aware that
Consultant has incurred a debt, the City's Director of Finance shall immediately notify
Consultant in writing. If Consultant does not pay the debt within thirty (30) days of either such
notification, the City's Director of Finance may deduct funds in an amount equal to the debt from
any payments owed to Consultant under this Agreement, and Consultant waives any recourse
therefor.
16. Verifications
The Consultant makes the following verifications in accordance with Chapters 2271 and 2274 of
the Texas Government Code:
a. the Consultant does not boycott Israel and will not boycott Israel during the term of
the contract to be entered into with the City of Baytown;
b. the Consultant does not boycott energy companies and will not boycott energy
companies during the term of the contract to be entered into with the City of
Baytown; and
c. the Consultant does not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or firearm trade association and will not
discriminate during the term of the contract against a firearm entity or firearm trade
association.
17. Reputation in the Community
Consultant shall retain a high reputation in the community for providing professional
architectural/engineering services. Consultant shall forward a copy of any current petition or
complaint in any court of law which (a) asserts a claim for $50,000 or more for errors or
omissions in providing architectural/engineering services and/or(b) seeks to deny Consultant the
right to practice architecture/engineering or to perform any other services in the state of Texas.
18. Payroll and Basic Records
a. Consultant shall maintain payrolls and basic payroll records during the course of
the work performed under this Agreement and shall preserve them for a period of
three(3) years from the completion of the work called for under this Agreement
for all personnel working on such work. Such records shall contain the name and
address of each such employee, social security number, correct classification,
hourly rates of wages paid, daily and weekly number of hours worked, deductions
made and actual wages paid.
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b. Consultant shall make the records required to be maintained under the preceding
subsection (a) of this section available at no cost to the City for inspection,
copying or transcription or its authorized representatives within fifteen (15) days
of the City's request therefor. Consultant shall permit such representatives to
interview Consultant's employees during working hours on the job.
19. Governing Law
This Agreement has been made under and shall be governed by the laws of the State of Texas.
The parties further agree that performance and all matters related thereto shall be in Harris
County,Texas.
20. Notices
Unless otherwise provided in this Agreement, any notice provided for or permitted to be given
must be in writing and delivered in person or by depositing same in the United States mail,
postpaid and registered or certified, and addressed to the party to be notified, with return receipt
requested, or by delivering the same to an officer of such party. Notice deposited in the mail as
described above shall be conclusively deemed to be effective, unless otherwise stated in this
Agreement, from and after the expiration of three(3)days after it is so deposited.
For the purpose of notice, the addresses of the parties shall be as follows unless properly changed
as provided for herein below:
For the City:
CITY OF BAYTOWN
Attn: City Manager
P. O. Box 424
Baytown, Texas 77522-0424
For Consultant:
CAROLLO ENGINEERS, INC.
10375 Richmond Ave.
Suite 1625
Houston,TX 77042
Each party shall have the right from time to time at any time to change its respective
address and each shall have the right to specify a new address, provided that at least fifteen (15)
days written notice is given of such new address to the other party.
21. No Third-Party Beneficiary
This Agreement shall not bestow any rights upon any third party, but rather, shall bind and
benefit Consultant and the City only. No person or entity not a signatory to this Agreement shall
be entitled to rely on Professional's performance of its services hereunder, and no right to assert a
claim against Professional by assignment of indemnity rights or otherwise shall accrue to a third
party as a result of this Agreement or the performance of Professional's services hereunder.
Agreement for Professional Services,Page 12
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22. No Right to Arbitration
Notwithstanding anything to the contrary contained in this Agreement, the City and Consultant
hereby agree that no claim or dispute between the City and Consultant arising out of or relating
to this Agreement shall be decided by any arbitration proceeding, including, without limitation,
any proceeding under the Federal Arbitration Act (9 U.S.C. Sections 1-14), or any applicable
State arbitration statute, including, but not limited to, the Texas General Arbitration Act,
provided that in the event that the City is subjected to an arbitration proceeding notwithstanding
this provision, Consultant consents to be joined in the arbitration proceeding if Consultant's
presence is required or requested by the City of complete relief to be recorded in the arbitration
proceeding.
23. Waiver
No waiver by either party to this Agreement of any term or condition of this Agreement shall be
deemed or construed to be a waiver of any other term or condition or subsequent waiver of the
same term or condition.
24. Complete Agreement
This Agreement represents the entire and integrated agreement between the City and Consultant
in regard to the subject matter hereof and supersedes all prior negotiations, representations or
agreements, either whether written or oral, on the subject matter hereof. This Agreement may
only be amended by written instrument approved and executed by both of the parties. The City
and Consultant accept and agree to these terms.
25. No Assignment
Consultant may not sell or assign all or part interest in this Agreement to another party or parties
without the prior express written approval of the City Manager of such sale or assignment. The
City may require any records or financial statements necessary in its opinion to ensure such sale
or assignment will be in the best interest of the City.
26. Headings
The headings used in this Agreement are for general reference only and do not have special
significance.
27. Severability
All parties agree that should any provision of this Agreement be determined to be invalid or
unenforceable, such determination shall not affect any other term of this Agreement, which shall
continue in full force and effect.
28. Ambiguities
In the event of any ambiguity in any of the terms of this Agreement, it shall not be construed for
or against any party hereto on the basis that such party did or did not author the same.
29. Authority
The officers executing this Agreement on behalf of the parties hereby represent that such officers
have full authority to execute this Agreement and to bind the party he/she represents.
Agreement for Professional Services,Page 13
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiple
copies, each of v%hich shall be deemed to be an original, but all of which shall constitute but one
and the same Agreement on the day of , 20 , the date of execution by the City
Manager of the City of Bayto«n.
CITY OF BAYTOWN
RICHARD L. DAVIS, City Manager
ATTEST:
ANGELA JACKSON, City Clerk
APPROVED AS TO FORM:
SCOTT LEMOND, City Attorney
Agreement for Professional Services, Page 14
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CONSULTANT:
Carollo Engineers, Inc.
(Compa► Name)
J
(Signature) (Signature)
Neil Barnsdale Meera Victor
(Printed Name) (Printed Name)
Associate Vice President Vice President
(Title) (Title)
STATE OF TEXAS §
COUNTY OF HARRIS §
Before me on this day personally appeared Meera Victor
in his/her
capacity as Vice President of , on behalf of such ,
CarolTo Engineers
known to me;
❑ proved to me on the oath of ; or
❑ proved to me through his/her current
{description of identification card or other document issued by the federal
government or any state government that contains the photograph and signature of
the acknowledging person}
(check one)
to be the person whose name is subscribed to the foregoing instrument and acknowledged to me
that he/she executed the same for the purposes and consideration therein expressed.
SUBSCRIBED AND SWORN before me this day of November , 2022 .
614t.1-1-htkq
•t® EDNA AWURY
Motary lD 064437J3 Notary Public in and for the Stale of Texas
4 My Commlttlon Fsplrot
'4 , January 20,2024
Agreement for Professional Services,Page IS
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EXHIBIT A
Scope of Services
City of Baytown—Baker Road Lift Station and Forcemain
INTENT
The intent of this Scope of Services is to support the City's construction administration staff by providing
part-time construction management and inspection services related to the construction of the"Baker Road
Lift Station Rehabilitation,Project No.LS 2004."Carollo Engineers,Inc.(Construction Manager)proposes
the following Scope of Services.
1. Construction Management and Contract Administration
1.1. Act as the City's representative to administer the construction contract,providing overall
project oversight,monitor and document progress,and maintain record of decisions and
actions.Coordinate between the City,Contractor,and Design Engineer to resolve
unanticipated issues.Monitor construction progress,schedule,and costs.Recommend
alternative work sequences to meet contract schedule requirements.
1.2. Schedule and facilitate a preconstruction conference and construction progress meetings,
including preparation of agendas and meeting minutes.Progress meetings are anticipated
at monthly intervals.Topics discussed at progress meetings will include schedule and
budget,anticipated progress and actual progress,description of work recently completed,
description of upcoming work,status of material procurement,utility service and
relocations,quality control and materials testing results,advisory and non-compliance
notices,status of payment applications,status of submittals and RFI's,presentation and
discussion of as-built redlines,review of SWPPP BMP's,traffic control,public safety,site
security,and citizen complaints.
1.3. Maintain documentation logs for materials testing,submittals,RFI's,non-compliance
notifications,requests for proposals,change orders,action items,and progress payments.
2. Field Services-Onsite Representative/inspector
2.1. Provide the services of one(1)part-time Resident Project Representative(RPR).The RPR will
monitor,inspect,and document the contractor's activities and progress.Document weather,
potential weather delays and other potential issues that may affect the schedule.
The RPR will prepare a Construction Activity Report following each site visit.Each report will
include documentation of weather conditions,photographs of work activities and progress,
the RPR's narrative description of work activities,conversations with the contractor,
concerns,and pending issues.Construction Activity Reports will typically be distributed
within 24-hours of the site visit and are intended to document field activities.
3. Payment Applications
3.1. Payment Applications will be generated by the Contractor and submitted to the Construction
Manager for review, reconciliation of quantities based on approved progress,and consistency
Exhibit A-Scope of Work-Baker 2022-10-29.docx Page 1 of 3
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with Construction Activity Reports.Coordinate review with the Design Engineer and obtain
signatures from Contractor,Design Engineer,and Construction Manager prior to forwarding
to the City for final approval,signatures,and payment.
4. Document Control and Records Management
4.1. Setup and utilize the EADOC platform to manage construction documentation,including
submittals,RFI's Change Orders,Construction Activity Reports,Pay Applications,Contractor
notifications,and citizen complaints.
S. Change Order Management
5.1. Prepare and issue Requests for Proposals,including a detailed description of the work
required and coordinate the contractor's proposal with the Design Engineer.
5.2. Evaluate Contractor's proposal for merit,cost,time,accuracy,and price practicality.
Negotiate with the Contractor on the City's behalf.
5.3. Upon mutual agreement of the terms of Contractor's proposal,prepare the Change Order
and related documentation for review and approval by the City.
6. Quality Control and Materials Testing Coordination
6.1. Coordinate the Contractor's activities with the Materials Testing Laboratory to perform
sampling a testing as appropriate during construction activities.Log,track and retain test
reports.Monitor corrective actions and re-testing for compliance,if required.
6.2. Review test reports for compliance with Contract Documents.Document test results for
presentation at progress meetings.Review Invoicing from Laboratory to verify alignment
with testing activities.
7. Project Closeout
7.1. Upon the Contractor's notification of Substantial Completion,schedule and conduct project
walk-through,with the City Project Manager,Design Engineer and other relevant parties.
Prepare a punchlist of activities and deliverables required by the Contractor in order to
achieve a Certificate of Substantial Completion. Prepare a list of non-conforming work based
on visual inspections. Record and monitor contractor's corrective efforts and schedule.
Perform similar services for Final Completion.Prepare a close-out Change Order to reconcile
final quantities.
7.2. Compile Operation and Maintenance documents and coordinate with the Design for review.
Upload the final operations and maintenance documents to EADOC.
7.3. Review final closeout documentation for completeness and accuracy, including affidavits of
final payment,final pay estimates,as built records,redlines and drawings. Once received,
Exhibit A-Scope of Work-Baker 2022-20-29.docx Page 2 of 3
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coordinate with the Design Engineer and City Project Manager for acceptance.Upload
project closeout documents to EADOC.
7.4. Facilitate a project Close-Out meeting.Prepare and recommend final payment application.
Assemble job documentation,including record logs transmittals,and correspondence reports
in an organized file for delivery to City.Consult with the City on any potential Warranty items
requiring repair or replacement.Review and coordinate with Design Engineer to provide
Engineer's recommendation for Substantial Completion or Final Acceptance.
Limitations of Authority:Except upon written instructions,Carollo Engineers,Inc.:
• Will not authorize any deviation from the Contract Documents or approve any substitute materials
or equipment.
• Will not undertake any of the responsibilities of Contractor,subcontractors,or Contractor's
superintendent,or expedite the work.
• Will not advise on or issue directions relative to any aspect of the means,methods,techniques,
sequences,or procedures of construction unless such is specifically called for in the Construction
Documents.
• Will not advise on or issue directions as to safety precautions and programs in connection with the
work.
• Will not be responsible for construction contractors'failure to carry out work in accordance with the
contract documents.
• Will not authorize the City to occupy the Project in whole or in part.
Exhibit A-Scope of Work-Baker 2022.10-29.docx Page 3 of 3
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EXHIBIT B
ESTIMATED LEVEL OF EFFORT
CITY OF BAYTOWN-BAKER ROAD LIFT STATION AND FORCEMAIN
0.'".realists Total Noun labor Cost 00Cs.Sub Total Cost
task Ta,k Pi— Sr.Censinrtfon Repnsentaust Markup,PECE
Malteg¢, /Inspector Field Engine, edmin
N Bunsdn¢ B MY- ht Monte, L Maury
1 Task 1-Construilion Management and Contract Administration 152 0 8 24 184 $ 48200 S 4,320 $ 52,520
1.1 Act as the Cit s Representative,Administer the Contract 104 104 $ 30,680 $ 2.579 S 33 259
1.2 Progress Meetln s Facilitation and Documentation 48 1: 60 $ 15.300 $ 1,392 $ 16.692
1.3 Documentation and Activity logs 4 1 20 5 2.220 S 349 5 2 569
2 Task 2-Onsite Rep esentative/Inspector 0 840 0 0 940 $ 155,400 S 17,136 $ 172536
2.1 Onsite observation,documentation,inspection 940 $40 S 155.400 $ 17,136 S 172 536
3 Task 3-Payment Applications 32 16 0 0 48 $ 12,400 $ 1,120 $ 13,520
3.1 Review,Verity Quantities,Coordinate with Contractor 8,Design Engineer 32 16 48 5 12.400 S 1,170 $ 13 520
4 Task -Document Control and Records Management 24 0 40 0 64 $ 12,480 $ 1.3311 $ 13,811
4.1 Manage and Track Documents in EAOOC 24 46 64 $ 12.480 S 1.331 5 13 811
5 ask 5-Change Order Management 52 0 28 16 96 $ 20.640 S 2,074 $ 22.714
S.1 Requests for Proposals,preparation and coordmauon 12 13 24 $ 5.160 5 518 $ 5 678
SA Review.Negotiation.Recommendations related to Change Orders 24 24 5 7,080 $ $95 5 7.675
5.3 Change Order preparation and coordination 16 16 16 48 $ 8,400 $ 960 $ 9,360
S Task 6-Quality Control and Matiorals Testing Coordination 12 24 8 0 44 $ 9,060 $ 934 S 9,994
6.1 Coordinat-on with the Materials TestmS Techn,cian 24 24 $ 4.440 S 490 S 4 930
6.2 Review of Test Reports and Invoices 12 a 20 S 4,620 $ 445 S 5.065
7 Task 7-Project Closeout 32 0 28 O 60 $ 13,220 $ 1,309 $ 14,S29
7.1 Punch Lists,Final Inspections,Closeout Change Order 16 16 32 $ 6,890 $ 691 $ 7.571
7.2 Operations and Maintenance Documents 4 c 12 $ 2,260 S 246 S 2,506
7.3 Review Final Closeout Documentation 8 4 12 $ 2,900 $ 272
).4 Facilitate Project C3osoout Meeting d 4 $ 1,180 $ 99 $ 1,219
Total Estimated Budget 304 880 112 40 496 $ 271400 S 28,224 $ 299.624
Notes tows repressed herein are gesenled soleev see the•stsbfsMient of rotes budget Anon rows men,'+rY based aeon sperdr poie,t needs
OOC:Of,evnt Coss betmkunemer4 for mAease,vim+ration or e•hMs.r+,1.496 bbor
P[C[•P,Me,t[ewpment end Commwunton E•Plmt Iton,veers,soft+ ,CM dotumentetwn Pb1f.rm,tetMui w%son,etel•511/hour
ae wu lohumu
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EXHIBIT C
Carollo Engineers,Inc.2023 Rate Schedule
2023
Catesory Hourly Rate
Principal in Charge $310
Senior Project Manager $295
Engineer/Scientist 8 $280
Engineer/Scientist 7 $260
Engineer/Scientist 6 $235
Engineer/Scientist 5 $220
Engineer/Scientist 4 $200
Engineer/Scientist 3 $180
Engineer/Scientist 2 $165
Engineer/Scientist 1/EIT $150
Senior Engineering Technical Support/CAD $175
Engineering Technical Support/CAD $135
Administrative Support $110
Construction Administration
Sr.Construction Manager $295
Construciton Manager $280
Assistant Construction Manager $220
Onsite Project Representative/Inspector $185
Project Communication and Equipment Expense(PECE) $13
(charge per direct labor hour)
Markups on Outside Professionals 10%
Effective through December 31,2023 and subject to annual revision thereafter.
Rev 0ate:11/11/2022
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