Ordinance No. 15,461 ORDINANCE NO. 15,461
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN,TEXAS,
APPROVING THE ENGINEERING SERVICES AGREEMENT BETWEEN THE
BAYTOWN AREA WATER AUTHORITY AND BGE, INC., FOR ENGINEERING
SERVICES FOR THE BAYTOWN AREA WATER AUTHORITY (BAWA) EAST
SURFACE WATER TREATMENT PLANT PHASE 2 EXPANSION PROJECT; AND
PROVIDING FOR THE EFFECTIVE DATE THEREOF.
WHEREAS, the Baytown Area Water Authority's enabling legislation requires that the City
Council approve certain agreements before Baytown Area Water Authority ("BAWA") enters into the
same; and
WHEREAS, on May 17, 2023, the Board of Directors of BAWA approved the Engineering
Services Agreement between the Baytown Area Water Authority and BGE, Inc., for engineering services
for the Baytown Area Water Authority(BAWA) East Surface Water Treatment Plant Phase 2 Expansion
Project; and
WHEREAS,the City of Baytown desires to approve such agreement;NOW THEREFORE,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN,TEXAS:
Section 1: That the recitals set forth hereinabove are hereby found to be true and correct and
are hereby adopted.
Section 2: That the City Council of the City of Baytown, Texas, hereby approves the
Engineering Services Agreement between the Baytown Area Water Authority and BGE, Inc., for
engineering services for the Baytown Area Water Authority(BAWA) East Surface Water Treatment Plant
Phase 2 Expansion Project,which agreement is attached hereto as Exhibit "A"and incorporated herein for
all intents and purposes.
Section 3: 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 the City Council of the City of
Baytown this the 25'day of May,2023.
AA
DON CAPETILLO Mayor
:ST: Y
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ANGELA J SON, 1 it
APPROVED AS TO O
SCO 'LEMO_ ,City Attorney
Rr.Karen Anderson.ORDINANCE51202312023.05.251ApprovingBAWAContmctWRhBGEInc docx
EXHIBIT "A"
AGREEMENT FOR CONSULTING SERVICES
STATE OF TEXAS §
COUNTY OF HARRIS §
This Agreement (this "Agreement") is entered into by and between BGE, inc., (hereinafter
"Consultant") and the City of Baytown, a home-rule municipality located in Harris and Chambers
Counties, Texas (the "City").
1. Scope of Services/Consultant Fees
This Agreement authorizes Consultant to perform Engineering services for Baytown Area Water
Authority (BAWA) East Surface Water Treatment Plant Phase 2 Expansion (the "Work") for and on behalf
of the City.
a. This Agreement shall commence on the date of execution by the City Manager and
shall terminate the earlier of: (a) completion of the Work in accordance with this
Agreement, including Exhibits; (b) two hundred forty-one (241) days following
execution by the City Manager; or (c) Termination of this Agreement under
Paragraph 11.
b. The scope of the Work is detailed in Exhibit "A."
C. Compensation and professional fees are detailed in Exhibit"B."
d. The time schedules for the Work are specified in Exhibit "C."
e. Each of these Exhibits "A" through "C" is 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. Owner Advisor Procurement Phase.................................................$254,466.00
2. NIA..............................................................................................................$0.00
3. NIA..............................................................................................................$0.00
4. NIA..............................................................................................................$0.00
5. NIA..............................................................................................................$0.00
6. Total................................................................................................$254,466.00
h. For an agreed contract amount identified as "Lump Sum," "Not to Exceed" and
"Reimbursable," Consultant shall not exceed the fixed contractual amount without
Aereement for Consulting Services.Page 1
C. Reimbursable Expenses 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;
(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 have 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 Lindsay Kovar, 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 Arch itectstEngineers
Consultant shall keep full-time registered architects andr"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
Agreement for Professional Services,Page 2
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.
4. Designation and Duties of the City's Representative
a. The City's Director of Public Works and Engineering or his 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, Consultant 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
deficiencies therein. Consultant shall correct such deficiencies without additional
compensation.
b. Codes and Standards
(i) 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.
Acreement for Professional Services,Page 3
(ii) 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.
(iii) 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.
(iv) 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.
(v) 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.
(vi) 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 Agreement will
be pursuant to the standard of performance common in the profession.
(vii) Consultant shall promptly correct any defective analysis 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.
(viii) 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.
Agreement for Professional Services,Page 4
(ix) 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.
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 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 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
Agreement for Professional Services,Page 5
■ 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.
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:VIII 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
suspended,voided, canceled or reduced 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.
Agreement for Professional Services,Page 6
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.
S. 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.
9. Indemnification and Release
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 CONSULTANT 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
Aareement for Professional Services,Page 7
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 TOI
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 Agreement 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
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;
Agreement for Professional Services,Page 8
(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
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
Agreement for Professional Services,Page 9
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
If Consultant has ten (10) or more full-time employees and Consultant's total compensation under
this Agreement has a value of One Hundred Thousand Dollars ($100,000.00)or more, Consultant
makes the following verifications in accordance with Chapters 2271 and 2274 of the Texas
Government Code:
a. 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. 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. 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 arch itecturaliengineering 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.
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. Should the City request copies of the records, Consultant
may redact employee social security numbers and/or addresses. 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.
Agreement for Professional Services,Page 10
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:
BGE, Inc.
Attn:Lindsay Kovar, P.E.
10777 Westheimer Road Suite 400
Houston, Texas 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 Consultant's performance of its services hereunder, and no right to assert a claim
against Consultant by assignment of indemnity rights or otherwise shall accrue to a third party as
a result of this Agreement or the performance of Consultant's services hereunder.
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.
Agreement for Professional Services,Page 1 I
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, 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.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiple
copies, each of which 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 Baytown.
CITY OF BAYTOWN
JASON E. REYNOLDS, City Manager
ATTEST:
Agreement for Professional Services,Page 12
ANGELA JACKSON, City Clerk
APPROVED AS TO FORM:
SCOTT LEMOND, City Attorney
CONSULTANT:
BGE. Inc.
�/_
(Signature)
Lindsay Kovar, PE
(Printed Name)
Director
(Title)
Agreement for Professional Services,Page 13
STATE OF TEXAS §
COUNTY OF HARRIS §
Before me on this day personally appeared L-I MA -0 , in his/her
capacity as 're t:-, U r of b t+`C.
on behalf of such
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 ,201.
' YR��4 EBONY CHAMPTON
gr,' �S Notary Public,State of Texas Notary Public to and for th tate of Texas
y' z Comm.Expires 02-11-2027
Notary ID 130113367
R:IKaren Anderson%CONTRACTS120231CONTRACT TFM PLATESIArchitectural or Eaginecring Services Agreement Template-Section 2
Flexible(SL Final-Fillable).docx
AgLqement-for ProfcssionaI Services,Page 14
Exhibit A
Baytown Area Water Authority East Water Treatment Plant Expansion
Owner Advisor Procurement Phase Scope of Work
This Scope of Work(SOW) is for the procurement phase of the BAWA East Water Plant Expansion Owner
Advisor's role. The intention of this scope of work is to provide tasks and services to take the project to
the end of procurement. BGE is recommending that the SOW be authorized as a time and material
project to allow for flexibility of work as the project progress. The main categories of tasks are
presented in detail below. QA/QC will be performed throughout the project and on each deliverable.
Concentric Construction Corporation, LLC(Concentric) is a subconsultant to BGE and their tasks are
identified in the SOW.
Project Management
The project management tasks will be used to keep in constant and consistent communication with the
BAWA staff. The procurement phase is estimated to last 9 months.
1. Project Coordination—Provide ongoing communications between BGE and BAWA.
2. Provide a monthly summary report to BAWA staff one week prior to the Board meeting.
3. Meet with BAWA staff the day of the BAWA board meeting and then attend BAWA board
meeting to deliver report.
4. Research funding opportunities for design and construction.
5. Provide technical support and perform tasks as requested.
Data Collection and Review
Initially BGE will gather data and meet with BAWA to fully understand the project requirements and
details. This information will be used throughout the life of the project.
1. Reviews existing plans and reports for the existing project and reports previously created for
expansion.
2. BAWA and BGE will have a site visit of the existing BAWA East plant.
3. BGE will schedule a meeting(s)with the BAWA staff to discuss in detail concerns,wants, and
needs for the expansion.
4. Collect water quality data for the past three years.
Basis of Design Report
BAWA and BGE will work together to review an anticipated design for the project. The Data collection
and review tasks will be used to create a draft basis of design report. An anticipated sequence for this
work is as follows:
1. BGE will prepare a draft basis of design report for the City to review and will include the
following:
a. Required facilities.
b. Water quality parameters.
c. Anticipated supplemental items.
d. Preliminary Site Plan.
e. An updated project cost estimate including all anticipated engineering fees, construction
costs,etc. Concentric will assist in the cost estimate updates.
2. If requested, BGE and the City will meet to discuss the report and answer questions.
3. BGE will address the City comments and finalize the report for distribution.
Exhibit A
Baytown Area Water Authority East Water Treatment Plant ExpanJon
Owner Advisor Procurement Phase Scope of Work
Deliverable:A Basis of Design report that will be provided in the RFQ procurement document to
potential design-build teams as a reference for the scope of the work.
Project Management and Execution Plan
BGE will prepare a Project Management and Execution Plan (PMEP)that will outline procedures and
project information. This document control procedure and distribution tool ensures all team members
are provided with the most up-to-date information and direction on a real-time basis.
1. BGE will draft a preliminary PMEP plan that is project specific. The draft PMP will include at a
minimum:
a. Detailed Project scope with all tasks and a list of deliverables for each phase of project
development
b. Master Program Schedule: This schedule will include all phases of the project: pre-
procurement, procurement, Phase I and Phase 2. This schedule will include enough
detail and activities to accurately portray how the project will work. It will clearly
identify critical path items for maintaining the schedule. Concentric will provide the
services for the master program schedule.
c. Responsibility Matrix: The responsibility matrix will identify key roles and activities and
assign those responsibilities to a specific party. The Matrix will identify the primary
party that is responsible for the completion of the activities and the parties that are
responsible for the review of those activities. The Matrix will include task for
preliminary engineering, design services,construction services, QA/QA and
management assignments.
d. Communication Plan with specific protocols and individuals along with a document
control protocols.
e. Risk Register,and an auditable Quality Plan.
f. Dispute Resolution Guidelines
g. Partnering guidelines/options
2. The draft PMEP will be submitted to BAWA for review and comment.
3. If necessary, a meeting will be scheduled to review BAWA comments.
4. BGE will address all BAWA comments for a published Final PMEP in digital format.
5. The PMEP will be updated as necessary throughout the life of the project. A change log will be
kept as a part of the document for version control.
Deliverable:A digital PMEP that will be updated as the project progresses.
RFQ
The City and BGE will work together during the procurement phase to ensure that a quality design-build
team is selected for Phase 1. The first step of the procurement phase is to prepare the RFQ documents.
1. BGE will draft the design criteria package and procurement documents. The first document will
be the RFQ. This is assumed to include the following:
a. Performance requirement; schedule and project goals
b. Base Design Report
c. High Level contract terms
Exhibit A
Baytown Area Water Authority East Water Treatment Plant Expansion
Owner Advisor Procurement Phase Scope of Work
d. Required information from bidders on past performances, corporate qualifications,and
key personnel.
e. Scoring and Selection Criteria
2. BGE will meet with BAWA and direct workshops during the drafting of the RFQ document to
establish requirements and answer questions.
3. After the RFQ is published, BAWA and BGE will hold an informational meeting to discuss
contract and scoping for potential bidders. RFQ will be extended to potential teams.
4. BGE will coordinate with the community and professional organization to generate interest in
the project.
5. If requested, BAWA and BGE will hold 1 on 1 meetings with interested teams to confidentially
discuss any, questions, alternative technical concepts or design strategies that may arise.
6. BGE will help answer questions submitted by bidders and will confirm responses with the City.
7. After the packages have been received, BGE will review and assist with any question BAWA may
have on the submittals.
8. BGE will then submit the review to the City and schedule meetings to discuss the results and
confirm a short list of qualified design-build teams.
Deliverables:A procurement package with scoring criterion.
i;1 P
The RFP stage will be used the to evaluate the short list and select a design-build team. The selected
design-build team will then negotiate for Phase I services.
1. BGE will then prepare documents to provide the short-listed team during the RFP stage of the
procurement. The documents may include but are not limited to the PMEP,a draft progressive
design-build contract,and submittal requirements.
2. BGE will work with BAWA to schedule individual meetings with each of the short-listed teams.
3. BGE and BAWA will hold a workshop after the interviews to discuss the interviews and
documents prepared by the short-listed teams.
4. Prepare and submit recommendation of award for selected Design-Build team.
5. BGE will help BAWA negotiate a contract with the selected design-build team prior to contract
award. The negotiations will include Phase 1 services, Phase 1 scoping and performance
requirements. Services will include but are not limited to:
a. Assist in answering questions posed by the design-build team.
b. Provide technical support on contract modification requests.
c. Review costs and schedules provided by design-build team.
Deliverables:An RFP package to present to the short-listed design-build teams,a recommendation of
award and information regarding negotiations.
This scope of work presents the tasks for the procurement phase of the project and lasts through the
awarded design-builder signing the Phase 1 contract. All future tasks will be awarded under an
amendment or supplemental agreement.
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Exhibit C
SAWA East Water Treatment Want Expansion
Qaner Advisor Prowremer4>haw
1111 Tark Tark Name I avian Start rash -- - — 2p74
Mpde: Mr MeT M 11l A" SeP (kt Nor Dec Jm Feb Mar,
y Prolec7 24L days? Mon4/24123 Mon 3/2S/21
Management i
2 * Data Cali ection 20 days Mon 4124/23 Fri 5119113
and Review j
3 * Basis of Design 46 days Mon S/22123 Mon 7/24123 i
Report I
a �t project 66 days Man 4124/23 Mon 7/24/23
Management Plan
and Execution
Plan
S RFQ Ill days? Mon 5/22/23 Toe 10/31/23
a Jf Draft RFQ 60 days Mon 5/22123 Fri 8/11123 Ill-P
7 Jr BAWA WwksholSdayy Mon 711012) Fri 7/14123 A
a Advertise RFQ S days Mon 8114123 Fri 8/18123R
9 rR Informational S days Man 8121123 Fri 812S/23
Meeting
10 nF Individual 10 days Man 028123 Fn 9/8/23 Tom
Meetings
I I Jr RFQ Support 45 days Mon$122123 Fri 10120/23
12 Receive 1 day? Men 10/16/23 Man 10/16/23 H
Packages
13 rP Review 10 days Tue 10/17/23 Mon 10/31)/23 �
Packages
14 jol Select shnrt ist 1 day? Tue 10/31/23 Tue 10/31/23
15 RFP 104 dayF? Wed 1111/23 Man 3/2S/24
I6 .r RFP 14 daya Wed I1/1/23 Mon 11/20/23
Oocumentation
17 Short list 28 days Tue Il/I1123 Thu 12128123g�R�g
Meetings
1a JP BAWA I day? Fri 12/29123 Fri 12/29/23 tF
Workshop
19 Jr Select Team 1 day? Mon 111/24 Men 111124
20 Jr Contract 60 day, Tue 112124 Man 3/25124
Negotiations
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