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Ordinance No. 16,094 ORDINANCE NO. 16,094 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS, AUTHORIZING A RELIANCE AGREEMENT WITH TERRACON CONSULTANTS, INC. AND HARRIS COUNTY SPORTS AND CONVENTION CORPORATION FOR RELIANCE ON ENVIRONMENTAL REPORTS RELATED TO WORK CONDUCTED ON BEHALF OF THE CITY OF BAYTOWN; AUTHORIZING PAYMENT BY THE CITY OF BAYTOWN IN AN AMOUNT NOT TO EXCEED EIGHT HUNDRED AND NO100 DOLLARS ($800.00); MAKING OTHER PROVISIONS RELATED THERETO; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. ************************************************************************************* 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 Reliance Agreement with Terracon Consultants, Inc. and Harris County Sports and Convention Corporation for reliance on environmental reports related to work conducted on behalf of the City of Baytown. 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 Terracon Consultants, Inc., in an amount not to exceed EIGHT HUNDRED AND NO 100 DOLLARS ($800.00)for reliance on environmental reports 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 (S50,000.00) 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 affirYEv/J ote of t City Council of the City of Baytown this the 13"'day of March, 2025. ATTEST: �pF NY To ClO t SON, Mayor 4" V lit rl ANGELA CK )j¢� it 1 T� b APPROV D A TO F SCOTT L MOND, City Attorney R:Ordinances and Resolutions`Ordinance Drafts 2025-03-13 ordinance Authorizing Reliance Agreement with Terracon Consultants.Inc.vh.docx EXHIBIT "A" Nerracon Reference Number: P92247C71 RELIANCE AGREEMENT DEFINITION SECTION Party(ies)to be granted reliance(must sign below):City of Baytown("Relying Party") Description of reports for which reliance is requested:Baytown Capital Improvement Project Phase I ESA Report dated January 21,2025,Terracon Project #92247C71 and Baytown Capital Improvement Project Limited Site Investigation Report dated February 21,2025,Terracon Project#92257048("Reports') Agreement for Services date(s)and agreement reference number(s):Agreement for Consulting Services dated December 13,2024("Agreements") Client under the Agreement for Services:Harris County Sports and Convention Corporation(HCSCC)("Client") AGREEMENTS By its signature below,Client represents it has the authority to,and does,authorize Terracon Consultants, Inc.("Terracon")to provide Relying Party with the above-referenced Reports and to grant reliance upon the Reports. Terracon agrees: • Upon receipt(within three months of the Terracon signature date below)of a signed copy of this Reliance Agreement,and receipt of payment of a reliance fee of$400 each(mailed to the address shown below and referencing this agreement),to provide Relying Party with a copy of the Reports,and • Further agrees that Relying Party may then rely upon the Reports as though they were addressed to Relying Party at the time of original issuance. Mailing address: Terracon Consultants,Inc. 11555 Clay Rd,Ste 100 Houston,TX 77043-1239 By its signature below,Relying Party represents it has the authority to,and does,bind all parties listed as Relying Parties to this Reliance Agreement. In consideration for Terracon allowing such reliance,Relying Party,agrees: • That Relying Party's reliance upon the Reports is subject to all of the terms,limitations,restrictions,and caveats expressed in the Reports and their respective Agreement for Services. Relying Party's reliance is limited to the information that was provided to Terracon as of the date of the Reports. • THAT THE LIMITATION OF LIABILITY PROVISION OF THE AGREEMENT FOR SERVICES,WHICH LIMITS THE TOTAL AGGREGATE LIABILITY OF TERRACON(AND ITS RELATED CORPORATIONS AND EMPLOYEES),INCLUDING FOR NEGLIGENCE,IS THE MAXIMUM AGGREGATE LIABILITY OF TERRACON(AND ITS RELATED CORPORATIONS AND EMPLOYEES)TO RELYING PARTY,CLIENT,AND ANY OTHER PERSON OR ENTITY THAT IS PERMITTED TO RELY ON THE REPORTS. TERRACON IS NOT RESPONSIBLE FOR ALLOCATING ANY AMOUNT AMONG RELYING PARTY,CLIENT,OR ANY OTHER PERSONS OR ENTITIES TO WHOM TERRACON MAY BE LIABLE. TERRACON IS NOT LIABLE FOR ANY CONSEQUENTIAL OR LIQUIDATED DAMAGES. • That the Reports reflect the opinions of Terracon as of the date of the Reports and those conditions may have changed materially from that date. Terracon has no obligation to provide any information obtained or discovered by Terracon subsequent to the date of the Reports,or to perform any additional services,regardless of whether the information would affect any conclusions,recommendations,or opinions in the Reports. • If the report being relied upon is a Phase I Environmental Site Assessment, Relying Party recognizes that if Relying Party has requested reliance on a report more than 180 days from the date of its issuance,or has not provided a completed User Questionnaire form,by its signature below, Relying Party acknowledges the grant of reliance does not satisfy ASTM-1527 requirements and may not satisfy the requirements set forth in 40 CFR Part 312 for"all appropriate inquiry"or other requirements necessary for CERCLA protection. • That Terracon only performed those tasks as set out in the Agreements and the Reports. Any opinions or recommendations contained in the Reports are based solely on the tasks agreed upon in the Agreements and/or presented in the Reports. • That if Relying Party provides the Reports to any other person or entity,providing of the Reports shall not constitute a grant of reliance. Unless Terracon agrees in writing, no person or entity other than Relying Party and the Client may rely upon the Reports. This Reliance Agreement represents the full and final agreement between Terracon and Relying Party and supersedes any and all other agreements and representations, and may not be modified except by written agreement of both parties. This Reliance Agreement may be executed in counterparts, each of which is deemed an original but all constitute one Reliance Agreement. SIGNATURES Relying Party: City of Baytown Client: Harris County Sports and Convention Corporation(HCSCC) By: &J41 Qi� Date: 2/24/2025 By: Date: Name/Title: Brian Mckran/Economic Development Name/Title: Debra Smith/Director of Finance and Admin. Manager Address: 2401 Market Street Address: One NRG Park Baytown,Texas 77520 Houston,TX 77054 Phone: (281)420-6530 Fax: Phone: Fax: Email: brian.moran@baytown.org Email: Terracon Consultants, Inc. By: Date: 2/24/2025 Name/Title: Jessica Kemp/ESA Group Manager Page 1 of 1 Rev.8-16