BAWA Resolution No. 2024-36 RESOLUTION NO. 2024-36
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE BAYTOWN AREA
WATER AUTHORITY, AUTHORIZING A PROFESSIONAL SERVICES
AGREEMENT WITH CAROLLO ENGINEERS, INC., FOR THE BAYTOWN AREA
WATER AUTHORITY CONDITION ASSESSMENT AND CAPITAL
IMPROVEMENT PLAN DEVELOPMENT FOR THE WATER TREATMENT
PLANTS; AUTHORIZING PAYMENT BY THE BAYTOWN AREA WATER
AUTHORITY IN AN AMOUNT OF TWO HUNDRED SEVEN THOUSAND NINE
HUNDRED EIGHTEEN AND NO 100 DOLLARS ($207,918.00); MAKING OTHER
PROVISIONS RELATED THERETO; AND PROVIDING FOR THE EFFECTIVE
DATE THEREOF.
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BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE BAYTOWN AREA WATER
AUTHORITY:
Section 1: That the Board of Directors of the Baytown Area Water Authority hereby authorizes
and directs the General Manager of Baytown Area Water Authority to execute and the Assistant Secretary
of the Baytown Area Water Authority to attest to a Professional Services Agreement with Carollo
Engineers, Inc., for the Baytown Area Water Authority Condition Assessment and Capital Improvement
Plan Development for the Water Treatment Plants. A copy of said agreement is attached hereto as Exhibit
"A" and incorporated herein for all intents and purposes.
Section 2: That the Board of Directors of the Baytown Area Water Authority authorizes
payment to Carollo Engineers, Inc., in an amount of TWO HUNDRED SEVEN THOUSAND NINE
HUNDRED EIGHTEEN AND NO/ DOLLARS ($207,918.00) for professional services in accordance
with the agreement authorized in Section 1 hereinabove.
Section 3: That the General Manager of the Baytown Area Water Authority is hereby granted
general authority to approve a decrease or an increase in costs by FIFTY THOUSAND AND NO 100
DOLLARS ($50,000.00)or less.
Section 4: This resolution shall take effect immediately from and after its passage by the Board
of Directors of the Baytown Area Water Authority.
INTRODUCED, READ and PASSED by the affirmative vote of the Board of Directors of the
Baytown Area Water Authority this the 20"day of November, 2024.
P WATF�! RENDA BRADLE SMITH, President
O �
ANGEL CIC O$ ski" et
10
OVE AS T F �r�*t����`��,`,``
SCOTT MOND, General Counsel
R:Ordinances and Resolutions Resolution Drafts BAWA 11 20 2024 Resolution Authorizing PSA.Carollo Engineers.Condition Assessment and
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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 Baytown Area Water Authority,a governmental agency and a
body politic and corporation of the State of Texas,created pursuant to Chapter 600,Acts of the
63rd Legislature,regular Session, 1973 (hereinafter"BAWA").
1. Scope of Services/Consultant Fees
a. This Agreement authorizes Consultant to perform Condition Assessment and
Capital Improvement Plan (CIP) Development for thb Water Treatment Plants
services for Baytown Area Water Authority (the "Work") for and on behalf of
BAWA as specified in the Scope of Work attached as Exhibit "A."
b. This Agreement shall commence on the date of execution by the General Manager
and(if not terminated in accordance with paragraph 10)shall terminate:
® upon completion of the Work in accordance with this Agreement, including
Exhibits;
❑ number of months/days (spelled out) (number of months days [numerical])
months/days following execution by the General Manager,
❑ the earlier of (a)completion of the Work to accordance with this Agreement,
including Exhibits: (b) number of months:days (spelled out) (number of
months/days [numerical]) months days following execution by the General
Manager.
C. The scope of the Work is detailed in Exhibit"A."
d. Compensation and professional fees are detailed in Exhibit`B."
e. The time schedules for the Work are specified in Exhibit"C."
f. Each of these Exhibits "A" through "C" is incorporated into this Agreement by
reference for all purposes.
2. Compensation and Professional Fees
a. BAWA shall pay Consultant in installments based upon monthly progress reports
and detailed invoices submitted by the Consultant based upon the following:
1. Condition Assessment&CIP Development Plan for the Water Treatment Plants
..........................................................................................................$207,918.00
Agreement for Professional Services,Page 1 Rev.9/26/2024
2. N/A..............................................................................................................$0.00
3. N/A..............................................................................................................$0.00
4. N/A..............................................................................................................$0.00
5. N/A..............................................................................................................$0.00
6. Total................................................................................................$207,918.00
b. Consultant shall not exceed the fixed contractual amount without written
authorization in the form of a contract amendment.
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 office to meetings at the City
or jobsite only if Consultant does not have a local office within a
fifty(50) mile radius of Baytown. 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 BAWA.
d. Disallowed Expenses
If Consultant has an office in Hams or Chambers Counties, Texas,
Disallowed Expenses shall include travel expenses for professionals
traveling into Harris or Chambers Counties from Consultant's offices
outside of Harris or Chambers Counties.
e. 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 BAWA
for services or expenses that were incurred more than sixty (60) days before the
date of the invoice. Failure to timely invoice BAWA for services or expenses shall
result in Consultant's invoice being denied.
f. In the event of a disputed or contested invoice,BAWA may withhold from payment
that portion so disputed or contested,and the undisputed portion will be paid.
Agreement for Professional Services,Page 2
3. Personnel of Consultant
a. Consultant's Project Manager
Consultant shall designate Meera Victor,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 BAWA's Representative.
b. Licensed and Registered Engineer
Consultant shall keep full-time registered engineer 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 BAWA a detailed
resume of the personnel that will be assigned to the Work.
d. Rejection of Consultant's Employees
BAWA reserves the right to approve or reject from the Work any employees of
Consultant.
4. Designation and Duties of BAWA's Representative
a. The Director of Public Works and Engineering or his/her designee shall act as
BAWA's Representative.
b. BAWA's Representative shall use his or her best efforts to provide nonconfidential
BAWA records for Consultant's use. However, BAWA 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 BAWA in performing the services required under this Agreement only to the
extent and level specified by BAWA in writing for each document provided.
Nothing contained herein shall be construed to require BAWA 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 BAWA.
S. 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
lor 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 BAWA shall not be responsible for discovering
Agreement for Professional Services,Page 3
I
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 requestor for Work
is made by BAWA.
ii. 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.
iii. The codes and standards used in the profession set forth minimum
requirements.These may be exceeded by the 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.
iv. Consultant agrees the services it provides as an experienced and qualified
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.
V. Consultant shall promptly correct any defective analysis caused by
Consultant at no cost to BAWA. BAWA'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 BAWA's rights under
this Agreement. As applicable, Consultant shall provide BAWA with
record "as-built" drawings relating to the Work in an electronic format that
is acceptable to BAWA. BAWA shall be in receipt of record drawings, if
applicable,prior to final payment.
vi. 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
judgement. 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
6. Schedule
Consultant shall not proceed with the Work or any stage thereof until written notice to proceed is
provided by BAWA's Representative.
7. 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 BAWA,
its officials, employees and agents. Any insurance or self-insurance maintained by
BAWA, 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:
i. 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.
ii. Business Automobile Policy
■ Combined Single Limits: $1,000,000
■ Coverage for"Any Auto"
■ Waiver of Subrogation required
iii. Errors and Omissions
■ Limit: $1,000,000 for this project
■ Claims-made form is acceptable
■ Coverage will be in force for one (1) year after completion of the
Project
■ Waiver of Subrogation required
Agreement for Professional Services, Page 5
iv. 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-
i. Insurance carrier for all liability policies must have an A.M. Best Rating of
ANIII or better.
ii. Only insurance carriers licensed and authorized to do business in the State
of Texas will be accepted.
iii. Liability policies must be on occurrence form. Errors and Omissions can
be on claims-made form.
iv. 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 BAWA.
V. BAWA, 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.
vi. Upon request and without cost to BAWA, certified copies of all insurance
policies and/or certificates of insurance shall be furnished to BAWA.
vii. Upon request and without cost to BAWA, loss runs (claims listing) of any
and/or all insurance coverages shall be furnished to BAWA.
viii. All insurance required herein shall be secured and maintained in a company
or companies satisfactory to BAWA, and shall be carried in the name of
Consultant. Consultant shall provide copies of insurance policies and
endorsements required hereunder to BAWA on or before the effective date
of this Agreement.
S. Indemnification and Release
CONSULTANT AGREES TO AND SHALL INDEMNIFY AND HOLD
HARMLESS AND DEFEND THE BAYTOWN AREA WATER
AUTHORITY, ITS OFFICERS, AGENTS, AND EMPLOYEES
(HEREINAFTER REFERRED TO AS THE "BAWA") FROM AND
AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, CAUSES
OF ACTIONz SUITS AND LIABILITY OF EVERY_ KINDS
Agreement for Professional Services.Page 6
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 BAWA, THAT THE
INDEMNITY PROVIDED FOR IN THIS PARAGRAPH IS
INDEMNITY BY CONSULTANT TO INDEMNIFY AND PROTECT
BAWA 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 BAWA FROM WHICH BAWA IS INDEMNIFIED,
CONSULTANT FURTHER AGREES AND COVENANTS TO
DEFEND THE ACTION OR PROCEEDING BY LEGAL COUNSEL
ACCEPTABLE TO BAWA. THE INDEMNITY PROVIDED
HEREINABOVE SHALL SURVIVE THE TERMINATION AND/OR
EXPIRATION OF THIS AGREEMENT.
By this Agreement, BAWA does not consent to litigation or suit,and BAWA 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 BAWA's immunity.
Consultant assumes full responsibility for its services performed hereunder and
i hereby releases, relinquishes and discharges BAWA, its officers, agents, and
employees from all claims,demands,and causes of action of every kind and character,
i
APreement for Professional Services,Page 7
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.
9. Subcontractors and Subconsultants
Consultant shall receive written approval of BAWA'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 BAWA before execution of such contracts.
10. Termination of Consultant
BAWA, besides all other rights or remedies it may have, shall have the right to terminate this
Agreement without cause upon written notice from the General Manager to Consultant of BAWA's
election to do so. Furthermore, BAWA 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;
(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 BAWA,Consultant
shall also tender to BAWA'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 BAWA. No
final payment will be made until all such instruments of service and materials supplied are so
tendered.
Agreement for Professional Services, Page 8
If this Agreement is terminated for cause, Consultant shall be liable for any damage to BAWA
resulting therefrom. This liability includes any increased costs incurred by BAWA in completing
Consultant's services. The rights and remedies of BAWA in this section are in addition to any
other rights and remedies provided by law or under this Agreement.
11. Records
Within ten (10) days of BAWA's request and at no cost to BAWA, BAWA will be entitled to
review and receive a copy of all documents that indicate work on the Project that is subject to this
Agreement. Except for proprietary data,which we are enjoined from sharing.
12. Supervision of Consultant
Consultant is an independent contractor, and BAWA neither reserves nor possesses any right to
control the details of the Work performed by Consultant under the terms of this Agreement.
13. Billing
BAWA 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 BAWA may withhold the portion so
contested, but the undisputed portion will be paid. Consultant shall invoice BAWA for work
performed no more than once a month and may not invoice BAWA for work not performed.
Invoices shall be received by BAWA 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 BAWA being relieved
from any liability for payment of the late invoice.
The City shall pay Consultant the maximum rate permitted by Chapter 2251 of the Texas
Government Code on any past due payment not received within thirty(30)days after the payment
due date. In accordance with § 2251.043, in a formal administrative or judicial action to collect
an invoice payment or interest due under this chapter, the opposing party, which may be the City
or Consultant, shall pay the reasonable attorney fees of the prevailing party.
14. 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.
15. 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:
Agreement for Professional Services,Page 9
a. the Consultant does not boycott Israel and will not boycott Israel during the term
of the contract to be entered into with the Baytown Area Water Authority;
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 Baytown Area
Water Authority; 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.
16. 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.
17. 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 BAWA:
BAYTOWN AREA WATER AUTHORITY
Attn: General Manager
P. O. Box 424
Baytown,Texas 77522-0424
For Consultant:
Carollo Engineers, Inc.
Attn: Meera Victor
10375 Richmond Avenue, Suite 1625
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.
Agreement for Professional Services,Page 10
0
18. No Third-Party Beneficiary
This Agreement shall not bestow any rights upon any third party,but rather,shall bind and benefit
Consultant and BAWA 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.
Ajreement for Professional Services,Page 11
19. No Right to Arbitration
Notwithstanding anything to the contrary contained in this Agreement, BAWA and Consultant
hereby agree that no claim or dispute between BAWA 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 BAWA 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 BAWA of complete relief to be recorded in the arbitration proceeding.
20. 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.
21. Complete Agreement
This Agreement represents the entire and integrated agreement between BAWA 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. BAWA and
Consultant accept and agree to these terms.
22. 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 General Manager of such sale or assignment.
BAWA may require any records or financial statements necessary in its opinion to ensure such
sale or assignment will be in the best interest of BAWA.
23. Headings
The headings used in this Agreement are for general reference only and do not have special
significance.
24. 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.
25. 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.
26. 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 12
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 General
Manager of the Baytown Area Water Authority
BAYTOWN AREA WATER AUTHORITY
JASON E.REYNOLDS,General Manager
ATTEST:
ANGELA JACKSON,Assistant Secretary
APPROVED AS TO FORM:
SCOTT LEMOND,General Counsel
CONSULTANT:
ATTEST: CAROLLO ENGINEERS, INC.
w
CAMILLE SOWELLS Signature)
Meera Victor
(Printed Name)
_Vice President
(Title)
Agreement for Professional Services,Page 13
STATE OF TEXAS §
COUNTY OF HARRIS§
Before me on this day personally appeared Meera victor ,m
his/her capacity as vice President ,on behalf of such Carollo Engineers, Inc.
f
O 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 7th day of November ,20 24
,E� ti— iW _.
Notary Public in and for the S to of Texas
�.� EDNAMAURY
+° Notary ID#6443743
" MY Commisston Explr�s
January 30, 2028
R.Scott':Contracts'.Contract TemplateABAWATrofessional Services Template-Non-Grant-Section 2 Flexible(Fillable)-BAWA.docx
1
C Agreement for Professional Services,Page 14
ATTACHMENTA
SCOPE OF WORK
CONDITION ASSESSMENT AND CIP DEVELOPEMNT FOR THE WTP
Introduction
The Baytown Area Water Authority(BAWA)wishes to develop a proactive renewal program for its
Main water treatment plant(WTP). This scope of work will lay the foundation for establishing such a
renewal program. The scope will include developing a risk framework for its WTP assets,
performing a condition assessment for assets at the WTP and ultimately developing a 10-Year
Capital Improvement Plan(CIP).
Scope
Task 1: Project Management and Kickoff-Meeting
The purpose of this task is to provide project oversight and kickoff the project. Upon Notice to
Proceed, before the kickoff meeting,Carollo will make a data request to the BAWA project manager,
which will help establish an understanding of the level of detail in available data on which to
develop the renewal program.The request may include items such as record drawings,asset
records,work order history, past condition assessments,basis of design reports, historical flows,
discharge monitoring reports,population and employment projections,etc.This initial task will
allow Carollo to do the background work necessary to have a productive kickoff meeting with a
larger stakeholder group.
Carollo will conduct a kickoff meeting to review project objectives,confirm project participants,
and review proposed schedule. Carollo will also work with the BAWA PM to schedule monthly
progress meetings to track scope and schedule progress. This task also includes monthly invoice
processing and overall project management tasks.
Task I Assunw—ons
• The BAWA will provide available data within 2 weeks of the request.
• Carollo will schedule kickoff meeting with BAWA Project Manager once receipt ofNTP.
Task 1 Delrn•erahi
• Data request
• Kickoff Meeting Agenda and minutes
• Final Project schedule with key activities
• Monthly invoices with project progress reports and updated schedule.
Task 2;_ RWfJ-FCptmewotk.QeYelopment
The objective of this task is to establish for the BAWA a transparent,risk-based CIP prioritization
aligned to other BAWA infrastructure. This will provide BAWA the opportunity to prioritize asset
rehabilitation and replacement across all asset classes and identify critical renewal needs.
Carollo will conduct a 2-hour,in person workshop with a cross-section of BAWA staff including
engineering,operations,and maintenance and draft a risk framework. This framework workshop
will include:
• Asset Management best-practices to inform staff
• Asset Definition Development to identify which assets qualify for lifecycle cost tracking,and
at what level of granularity
• Levels of Service(LoS)establishment to link asset reinvestment to customer expected
Levels of service
• Asset Useful Life Estimates by asset type
• Likelihood of Failure(LoF)criteria establishment—in addition to condition,what factors
contribute to the likelihood of an assets failure
• Consequence of Failure(CoF)criteria establishment—what happens when a specific asset
fails
• Redundancy criteria establishment—what redundancy currently exists which mitigates the
consequences of a specific assets failure,and what impact might redundancy have to
optimize capital investment
Carollo will provide best practice examples for staff to review and facilitate draft criteria for each of
these elements. Following the workshop,Carollo will provide the draft Asset Definition,Levels of
Service, LoF/CoF/and Redundancy criteria to the BAWA for feedback.Carollo will revise asset
definition, LoS, LoF,and CoF, based on the BAWNs comments,in a Technical Memorandum.
Task 2 Assumotions
• The BAWA will assist in identifying the key stakeholders to participate in the workshop and
schedule the workshop.
• Risk framework will be applied and refined,if necessary,in subsequent tasks
7-9sk21�c i'vc.uv
• Workshop agenda,presentation,and meeting minutes
• Draft Risk Framework Technical Memorandum,which includes the elements listed above.
(Note,if adjustments are requested after the capital plan is developed,a revised framework
TM will be issued in Task 5.)
Task.3; Inventory-and Condition Ass-essment
Task 3 will inventory and assess condition for the assets at the WTR Condition is one of the criteria
that determines an asset's likelihood of failure. The remaining likelihood of failure criteria will also
be assessed during the field work. The observations and assessments will be captured in a mobile
condition assessment tool,called CarolloAM. Condition will be assessed using visual observation,
which will be documented and photographed during field assessment. Following field assessment,
additional predictions of useful life will be applied based on the estimated useful life at design,and
L
the condition adjusted remaining useful life. The data collected in the field will be provided in a
digital format(.CSV)for the BAWA to upload into their CMMS system to update asset information.
Task 31i°l Field Work Planning Workshop
Carollo will hold a two(2)hour in-person workshop with Operations staff and other key
stakeholders to plan for conducting the assessments and score assets with Consequence of
Failure(CoF)values. In advance of the workshop,Carollo will review existing record drawings and
existing asset records(from the Computerized Maintenance Management System(CMMS),or other
source)to develop a preliminary list of assets. The workshop will achieve the following:
• Confirm current inventory
• Present plan and schedule for conducting site visits at the WTP.
• Finalize schedule,resources,and logistics for the plant
Task 31�On-Site Condition Assessment
Carollo wilt perform a multi-disciplinary field assessment of qualifying assets at the WTP.Carollo's
team performing the field condition assessments will include senior engineers for structural,
mechanicaUHVAC,and electrical,instrumentation,and controls(EI&C)disciplines.
During the site assessments,Carollo staff will be accompanied by BAWA Operations staff and
complete the visual condition assessment note asset deficiencies for each qualifying asset.
Carotlo will document results of field condition assessment using a mobile field condition
assessment tool. This digital database with asset inventory,condition and criticality for the WTP
will be provided to the BAWA at the end of the project.
Task 3.,3 Condition Assessment Preliminary Findings Workshop
Carollo will present the findings of the condition assessment in a 2-hour virtual workshop. Results
will be summarized,giving an overview of the plant's overall condition. Results of individual assets
with worst condition and LoF scores will also be shared.
Task 3 Assumptions
• BAWA staff with knowledge of the assets being evaluated will accompany and assist the
Carollo team,providing information on the condition and performance of the assets being
evaluated,and assisting in obtaining missing asset registry information(e.g.,nameplate
data)during the condition assessments.
• Carollo will work directly with the BAWA PM to manage schedule as each of the
assessments takes place,and modify logistics as necessary
• BAWA staff will inform Carollo of any areas that should not be accessed,for safety or other
reasons.
• Carollo will not operate any machinery,enter confined spaces,or evaluate high voltage
equipment.
Task 3 Deuveravres
• Field Planning Workshop agenda, content,and meeting minutes.
• Plan and schedule for WTP condition assessment field work
• Condition Assessment Preliminary Findings Workshop agenda,Presentation,and meeting
minutes
• Digital export of asset inventory,condition,and LoF
,sk 4'0'1 Consequence wTailure and Risk Scoring
Carollo will hold a two(2)hour in-person workshop with Operations staff and other key
stakeholders to review the asset file and score CoF using the criteria developed in Task 3. The
workshop will achieve the following:
• Review LoF scoring from Task 3;
• Populate CoF scores for WTP assets,based on criteria established in Task 2.
• Review redundancy factors established in Task 2.
Following the workshop,Carollo will review and refine the LoF,CoF, Redundancy and risk scoring
for the assets. Carollo will review these results for validity with staff in a virtual meeting. Once
finalized,Carolto will use the risk-based prioritization as the basis to develop the 10-year CIP
forecasts for the plant.
Task 4 Assumpuons
BAWA will provide feedback on Risk Scoring results during workshop for incorporation into
Draft C/P
• Consequence of Failure(CoF)and Redundancy Scoring Workshop agenda,content,and
meeting minutes
• Draft Risk-Prioritized Asset List
Task 5: 10-Year CIP Forecast mr WTP
Carollo will develop cost estimates and a draft 10-year CIP based on Task 4 for the WTP. Carollo
will conduct a virtual meeting to review with the BAWA the draft 10-year CIP forecast for refinement.
Once finalized,Carolto wilt document the final CIP forecast in a technical memorandum.
Task 5
• Cost estimates are based on planning level(ACES Level 5)estimates
Task 5 Deliverables
• Draft and Final 10-Year CIP list of prioritized projects,organized by renewal and
improvement projects
• Draft and Final Technical memorandum
I
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Attachment B
WTPs 10-year Risk-Prioritized CIP
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Attachment C
WTPe 10-year Rlak•Prloritlud CIP Schedule
BAWA 70:s
NOV DEC IAN FEE, I MAR APR I MAY RUN I AR AUG
M—h I WWMh 2 Month) Wnth 6 1 MonM 7 M.M+S 1 MMth 9 M.Mh 10 1 MMth 11 Month l!
MRK TASKS
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