Ordinance No. 16,292 (Item 6.p.)ORDINANCE NO. 16,292
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS,
AUTHORIZING A PROFESSIONAL SERVICES AGREEMENT WITH BROWN AND
GAY ENGINEERS, INC, FOR CONSTRUCTION MANAGEMENT AND
INSPECTION SERVICES FOR THE GARTH ROAD RECONSTRUCTION PROJECT -
PHASE A & B; AUTHORIZING PAYMENT BY THE CITY OF BAYTOWN IN AN
AMOUNT NOT TO EXCEED THREE MILLION TWO HUNDRED FIFTY-THREE
THOUSAND THREE HUNDRED EIGHTEEN AND 75/100 DOLLARS
($3,253,318.75); MAKING OTHER PROVISIONS RELATED THERETO; AND
PROVIDING FOR THE EFFECTIVE DATE THEREOF.
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BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS:
Section l: That the City Council of the City of Baytown, Texas, hereby authorizes and directs
the City Manager to execute and the City Clerk to attest to a Professional Services Agreement with Brown
and Gay Engineers, Inc., for Construction Management and Inspection Services for the Garth Road
Reconstruction Project --Phase A & B. 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 Brown and Gay
Engineers, Inc., in an amount not to exceed THREE MILLION TWO HUNDRED FIFTY-THREE
THOUSAND THREE HUNDRED EIGHTEEN AND 75/100 DOLLARS ($3,253,318.75) for professional
services in accordance with the agreement authorized in Section 1 hereinabove.
Section 3: That the City Manager is hereby granted general authority to approve a decrease or
an increase in costs by FIFTY THOUSAND AND NO/100 DOLLARS ($50,000.00) or less.
Section 4: This ordinance shall take effect immediately from and after its passage by the City
Council of the City of Baytown.
INTRODUCED, READ and PASSED by the affirmative to of e City ouncil of the City of
Baytown this the 23rd day of October, 2025.. _
—0
ChAkLES J N Mayor
AT ST:
ANGELA V�CKSON, City Clerk
TO FORM:
SCOTT LEfVOND, City Attorney
RAOrdinances and Resolutions\Ordinance Drafts\2025-10-23\Ordinance.PSA with Brown and Gay Engineers for the Garth Road Reconstruction
Project.kh.docx
EXHIBIT "A"
AGREEMENT FOR CONSULTING SERVICES
STATE OF TEXAS
COUNTY OF HARRIS
This Agreement (this "Agreement") is entered into by and between Brown and Gay Engineers,
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 Construction Management and Inspection
services for the Garth Road Reconstruction Project (the "Work") for and on behalf of the City.
a. This Agreement shall commence on the date of execution by the City Manager or
his designee and shall terminate the earlier of: (a) completion of the Work in
accordance with this Agreement, including Exhibits; (b) U months
following execution by the City Manager or his designee; 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 as detailed in Exhibit "B."
b. For an agreed contract amount identified as "Lump Sum," "Not to Exceed" and
"Reimbursable," Consultant shall not exceed the fixed contractual amount without
written authorization in the form of a contract amendment.
C. Reimbursable Expenses 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 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 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 Chris Scullion, P.E., to serve as Project Manager for the
Work performed under this Agreement. Any change of Project Manager shall
require thirty (30) days advance written approval from the City's Representative.
b. Licensed and Registered Architects/Engineers
Consultant shall keep full-time registered architects and/or engineers'licensed in the
State of Texas on staff and assigned to the Work for the duration of its performance
of the Work.
C. Data on Consultant's Employees
Prior to commencement of the Work, Consultant shall forward to the City a detailed
resume of the personnel that will be assigned to the Work. Such personnel shall
include, but not be limited to, architects and/or engineers as applicable.
Agreement for Professional Services, Page 2 Rev. 8.13.2025
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, locality and under the same professional license
where required (the "Standard Performance"). 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 convect 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.
(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.
Artreement for Professional Services, Page 3 Rev. 8.13.2025
(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 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 a reasonably prudent
architect/engineer will reflect the professional standards, procedures and
performances common in the industry for this project. Consultant further
agrees that any analysis, reports, preparation of drawings, the designation or
selection of materials and equipment, the selection and supervision of
personnel and the performance of other services under this contract will be
pursuant to the standard of performance common in the profession.
(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.
Aitreement for Professional Services. Page 4 Rev. 8.13.2025
(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. Disclaimer of Contractor's Work
Consultant shall not at any time supervise, direct, control, or have authority over any contractor's
work, nor will Consultant have authority over or be responsible for the means, methods, techniques,
sequences, or procedures of construction selected or used by any contractor, or the safety
precautions and programs incident thereto, for security or safety at the Project site, nor for any
failure of a contractor to comply with any laws applicable to that contractor's furnishing and
performing of its work. Consultant shall not be responsible for the acts or omissions of any
contractor.
7. 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. Consultant will perform the Work with reasonable diligence and expediency consistent
with the Standard of Performance. 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.
8. 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. 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.
9. 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
Agreement for Professional Services, Page 5 Rev. 8.13,2025
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:
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.
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.
i. Insurance carrier for all liability policies must have an A.M. Best
Rating of A:VIII or better.
ii. Only insurance carriers licensed and admitted to do business in the
State of Texas will be accepted.
Agreement for Professional Services, Page 6 Rev. 8.13.2025
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 the City.
V. 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.
vi. 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.
vii. 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.
viii. 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.
10. Indemnification and Release
CONSULTANT AGREES TO AND SHALL INDEMNIFY AND HOLD
HARMLESS 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 BUT ONLY TO THE EXTENT
CAUSED BY 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
Agreement for Professional Services. Page 7 Rev. 8.13.2025
THE PARTIES HERETO, BOTH CONSULTANT AND THE CITY,
THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH
IS INDEMNITY BY CONSULTANT TO INDEMNIFY AND
PROTECT THE CITY FROM THE CONSEQUENCES OF
CONSULTANT'S PARTIES' OWN WILLFUL MISCONDUCT,
JOINT OR SOLE NEGLIGENCE AS WELL AS THE
CONSULTANT'S PARTIES' INTENTIONAL TORTS,
INTELLECTUAL PROPERTY INFRINGEMENTS, AND FAILURES
TO MAKE PAYMENTS ARISING OUT OF OR IN CONNECTION
WITH THIS AGREEMENT. SUCH INDEMNITY SHALL NOT
APPLY, HOWEVER, TO LIABILITY ARISING FROM THE
PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE OF
PERSONS THAT IS CAUSED BY OR RESULTS FROM THE
NEGLIGENCE OF ANY PERSON OTHER THAN THE
CONSULTANT'S PARTIES. CONSULTANT AGREES TO
REIMBURSE THE CITY FOR THE COSTS OF ATTORNEYS' FEES
INCURRED IN THE DEFENSE OF AN ACTION FOR WHICH
CONSULTANT IS OBLIGATED TO INDEMNIFY THE CITY BUT
ONLY TO THE SAME PROPORTIONATE EXTENT AS THE
LIABILITY ALLOCATED TO CONSULTANT UPON A FINAL
ADJUDICATION OF LIABILITY. 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) to the proportionate
extent caused by the negligent performance of 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.
Aareement for Professional Services, Page 8 Rev. 8.13.2025
11. 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.
12. Termination
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 or his designee to Consultant
of the City's election to do so. Furthermore, each Party may immediately and without notice
terminate this Agreement if the other Party 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) ailing 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, and subject
to the payment obligations set forth herein, Consultant shall also tender to the City's Representative
the limited right to the use of 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, at City's sole risk, subject
to the other terms of this Agreement. 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 each Party in this section are in addition to any
other rights and remedies provided by law or under this Agreement.
Agreement for Professional Services. Page 9 Rev. 8.13.2025
13. 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.
14. 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.
15. 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.
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.
16. 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.
17. 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
Agreement for Professional Services. Page 10 Rev. 8.13.2025
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.
18. Reputation in the Community
Consultant shall retain a reputation in the community for providing professional
architectural/engineering services commensurate with the Standard of Performance. Consultant
shall forward a copy of any current petition or complaint in any court of law which (a) asserts a
claim for $50,000 or more for errors or omissions in providing architectural/engineering services
and/or (b) seeks to deny Consultant the right to practice architecture/engineering or to perform any
other services in the state of Texas.
19. 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.
20. 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.
21. 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
Agreement for Professional Services. Page 11 Rev. 8.13.2025
For the City:
For Consultant:
CITY OF BAYTOWN
Attn: City Manager
P. O. Box 424
Baytown, Texas 77522-0424
Brown & Gay Engineers, Inc.
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.
22. 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.
23. 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.
24. 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.
25. 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. Any inconsistency in any
documents relating to the Work shall be resolved by giving precedence to the terms and conditions
of the Agreement (including any exhibits attached hereto). This Agreement may only be amended
Agreement for Professional Services. Page 12 Rev. 8.13.2025
by written instrument approved and executed by both of the parties. The City and Consultant
accept and agree to these terms.
26. 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 or his designee 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.
27. Headings
The headings used in this Agreement are for general reference only and do not have special
significance.
28. 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.
29. 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.
30. Authority
The officers executing this Agreement on behalf of the parties hereby represent that such officers
have full authority to execute this Agreement and to bind the party he/she represents.
Agreement for Professional Services. Page 13 Rev. 8.13.2025
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 or his designee of the City of Baytown.
CITY OF BAYTOWN
(Signature)
(Printed Name)
(Title)
ATTEST:
ANGELA JACKSON, City Clerk
APPROVED AS TO FORM:
(Signature)
(Printed Name)
(Title)
Agreement for Professional Services, Page 14 Rev. 8.13.2025
CONSULTANT:
BROWN AND GAY ENGINEERS, INC.
(Signature
(Printed Name) T
rt c4v v—
(Title)
STATE OF §
COUNTY OF ffil—I 41
"C%rl §
Bcforc me on this d personally appeared ' �_, in his/her
capacity as -� " of BG , Inc. , on ehalf of such 00
CA 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 NXX— , 20
�1
' i�
Notary Public in and for the State of
+ „�r KIMBERLY SCOTT
,• Notary ID #129375825
My Commission Expires
May 22, 2029
R:\Scott\Contracts\Architecwral or Engineering Services Agreement Template
Agreement for Professional Services, Page 15 Rev. 8.13.2025
Asreement for Professional Services, Page 16 Rev. 8.13.2025
EXHIBIT A: Scope of Work
SERVICES TO BE PROVIDED BY THE ENGINEER
BGE, Inc. (ENGINEER) will provide Construction Management and Construction Inspection (CMCI)
services to the City of Baytown Public Works & Engineering Department (OWNER) for the Garth
Road Phase A & B Project, spanning from the IH 10 Intersection to Archer Road in Harris County,
Texas.
1. PROJECT MANAGEMENT & CONSTRACT ADMINISTRATION
1.1 Project Management & Administration:
The ENGINEER shall:
• Conduct the Pre -Construction meeting and document meeting in accordance with
OWNER requirements.
• Conduct coordination meetings on the project with the OWNER, contractor,
subcontractors, and other interested parties.
• Prepare and provide weekly written progress reports.
• Prepare, document, and distribute meeting minutes.
• Maintain written and electronic correspondence and other work -related
communication documentation.
• Meet regularly with the OWNER to review project progress as requested.
• Manage project issues in coordination with the contractor, as authorized by the
OWNER. Escalate major issues and copy the OWNER on all correspondence.
• Develop and maintain a QA and QC plan for inspections and record keeping.
• Assist the OWNER in internal and external agency audits during the construction
project.
1.2 Construction Scheduling Support:
The ENGINEER shall:
• Review submitted schedule data for field accuracy, such as actual completion dates,
and providing comments or recommendations to the OWNER.
1.3 Submittals/RFIs/Change Orders:
The ENGINEER shall:
• Forward project documents (change orders, RFIs, submittals) to appropriate parties and
verify return.
• Coordinate with the contractor to verify that all necessary submittals are provided and
receive approval.
• Maintain logs to tracking the status of items such as change orders, RFIs, and shop
drawings. Logs will include both status, responsible party, and change order amount.
2. INSPECTION OF WORK IN PROGRESS & RECORDS
2.1 Inspection of Work in Progress:
The ENGINEER shall:
• Inspect work incorporated into the project as assigned by the OWNER, ensuring
compliance with all plans, specifications, and contract documents.
• Verify work accuracy through measurements and confirm compliance with material and
construction requirements.
• Complete a Daily Work Reports (DWR) documenting all work items, crews, equipment,
and materials each day.
• Notifythe OWNER in advance of lane closures, traffic pattern changes, and inspection
activities requiring elevated staffing or coordination.
2.2 Monthly Progress Estimates:
The ENGINEER shall:
• Verify daily quantities for each item of work performed and tabulate into a monthly pay
estimate to the contractor in accordance with OWNER and TxDOT reporting and
documentation requirements.
• Enter measurement and payment information daily for the items inspected by the
Engineer personnel.
• Verify all quantities and coordinate with the contractor when discrepancies arise.
• Recommend payment for inspected work to OWNER.
• Administer material on hand (MOH) by verifying eligibility for payment, monitoring and
confirming quantities per specification requirements, and conducting on -site and off -
site checks as directed by the OWNER.
• Collect paid invoices, certifications, and testing documentation within 60 days of the
progress payment to justify material use, remove unverified materials from the estimate
if documentation is not provided within that timeframe, and perform and document
spot checks for accuracy.
2.3 Environmental Compliance:
The ENGINEER shall:
• Follow all current Storm Water Management guidelines and verify SWP3 and
Environmental Permits Issues and Commitments (EPIC) sheet requirements are
followed.
• Verify permits for contractor Project Specific Locations (PSUs).
• Maintain SWP3 working drawings in field office or as designed by OWNER.
• Maintain documentation in accordance with the Texas Pollutant Discharge Elimination
System (TPDES) and Construction General Permit (CGP).
• Perform SWP3 inspections in accordance with the frequency required on the TxDOT
Form 2118.
• Verify that the contractor follows the guideline of the CGP and notify the OWNER of
contractor non-compliance.
• Provide all environmental documents and correspondence to the OWNER.
• Provide personnel with completed EMS Training courses.
2.4 Records Management:
The ENGINEER shall:
• Maintain project records per OWNER and TxDOT procedures including DWRs, shop
drawings and submittals, RFI drawings and sketches, sets of plans, record set plans,
material on hand forms, and general correspondence.
• Verify mill tests, materials approval, and Buy America certifications.
• Verify the completeness and accuracy of Historically Underutilized Business (HUB) or
Disadvantaged Business Enterprise (DBE) documentation, Commercially Useful
Function reviews, and Prompt Pay and Wage Rate surveys. Confirm any discrepancies
identified are properly corrected by the contractor.
• Document contractor submissions of Form CST-C_1 (Additional Classification and
Wage Rate Request) and Form 2182 (Commercially Useful Function Site Review) as
directed by the OWNER.
• Prepare DWRs for each workday until final acceptance.
• Identify potential quantity overruns and underruns.
• Perform quarterly bulletin board checklists if required.
2.5 Traffic Control:
The ENGINEER shall:
• Inspect Traffic Control Devices (TCDs), including lane closures, for compliance with
State and project guidelines.
• Coordinate lane closure communications with the OWNER, including timely
notifications of changes or cancellations.
• Document and report deficiencies using TxDOT Form 599, monitor corrective actions,
and escalate unresolved issues as required. A minimum of two TCD inspections (one
daytime and one nighttime) at approximately two -week intervals will be performed per
month. Once completed, the ENGINEER will provide the Form 599 to the OWNER for
review. The ENGINEER will not retain or distribute copies of the completed Form 599.
• Ensure proper installation, maintenance, and reflectivity of TCDs per TMUTCD and State
specifications.
3. MATERIALTESTING
The ENGINEER shall:
• Schedule and coordinate testing with the OWNER's third -party laboratory per TxDOT's
Design -bid -build guide schedule.
• Collaborate with the OWNER, lab, and contractor to address and resolve material test
failures as directed.
4. PROJECT CLOSEOUT
The ENGINEER shall:
• Facilitate closeout by preparing and issuing a punch list and verifying completion before
recommending acceptance.
• Submit the punch list to the OWNER for review.
• Ensure final construction records are uploaded and maintained.
• Submit a formal letter to the OWNER recommending certification that the project was
constructed in substantial compliance with the approved plans and specifications, and that
all incorporated materials meet required standards.
• Provide all required closeout documentation, including delivery tickets, MOH forms,
inspection forms, correspondence, and as -built plans.
ti •so.Ekhl0it 8
f1�, � • Exhibit f: Leval 01 Ettal
Garth Road - Phase A & B - IH 10 to Arc her Road
Labor
Position
Protect Engineer
Record Keeper
Admin/Clerical
Construction
ManagerlChief
Inspector
Construction
Inspector
Total Homs
Total Cost
Contract Rate per Hour
{ 22204
S t54.61
S 11723
S 2D836
S 13859
Proect Marlegarbant& Colttlset AdMIRWaOOR
Progress reports, work schedule, meetings
166900
-
78.6C
-
-
1.76700
S 394,169 50
Correspondence, meeting minutes
Protect cocromatlon ladmOusitfallon. document control)
Manage project issues & progress
Develop QA/QC plan & update as needed
Review schedule data for field accuracy
'rack RFIS. Submittals. and change orders
Subtotal Latter Moue.
11a66.00
79.00
1.76700
Subtotal Labor Cost:
i 375.025.68
s
f 9 143.94
S
f
S 384,169.50
Inspactlen of work In Pt .&Records
Inspect work incorporated ,nto project
B4A 00
5,91100
9,006.00
15,76100
S 2,630,24tl 34
Daily Work Reports, documentation, veri ry gunnies
Monthly piogtess estimate &MOH
Environmental compliance ems eclions. SMP binder, permits)
Contract adminrstration, document control, and records
V ndl test, rrc440A gals. and SWAmerlca
CUF/Labor Standards Revievn/Prompt Pay & Wage gate Survey
identify potential quantity overrun and underfuns
Quanerjy bulletin board checklist if fe0ulred
Traffic control (inspections, review TCP, lane closures, etc. t
Subtotal Latter Moles:
644.60
5.911.00
9,006.60
15,761-00
Subtotal Labor Cost
S
S 130.490."
A
f 1131.615.96
S S 14LS4
S 2 810 248-34
r
SCMEuk and ceordlnate matendl testing
844 (>n
tldd OD
$ S75,tlSS 84
dotes, and re salve material tests )allures it d,iected
Subtotal Labor Hours:
11144.06
4" 00
Subtotal Labor Cos C
S
f
f
S / 65fM
S
f 17585584
liefeOYt
Pfovlde comprehensive punch list
4300
97 00
17300
303 00
$ 59,045 07
Willy punch list works cpmplete
Pruvide formal certification lettel
Provide final --bunt p tans & final prulect documents
SYDiefar Labor Houn:
43.00
87.00
173.00
30300
Subtotal Labor Cost:
S 9,547.72
f 13.451.07
S
s 3&046.26
s
S 59.045.07
Total Labor Houn:
3.732.00
93L00
78.00 1
6.929001
9.006.00
18.675.00
Total Labor C0%t:J
S 384,673.26
S 143941,91
S 9,143.24 1
S 1.443.516,06
S 1,240,141.54 1
1
s 3,229,318.75
Labor Assumptions
Construction Phase:
Engineering: Assume 10 hoursAveek @ 39 months
Recordkeeping: Assume 5 houss/week @ 39 months
Admin/Clerical: Assume 2 hours/month @ 39 months
Chief inspector/Conanucllon Manager Assume 40 houtslweek@39 mor.m5
Inspector II: Assume 40 hdu r5/week @ 29 monl hs
Inspector 02: Assume 40 hours/week @ 23 moral hs
PR6ee
En need • 10 hours week @ 1 month
Rece 20 hourvMaek • 1 M^V h
Chlal lnf Doctor/Con if action Manager. Assume 40 hOWSAN"k @ 1 masons
Other Oltect Expenses
Servers iP 9. Prov.ded
Quantity
Unit
Rate
Total
F •elo Dfhce tlntemell
40
Month
s ice 00
S 4.000 C67
F old Office Minter/Capier/Scanner/Paoeo
40
Month
S 500 70
S NOW Ji
Total Other Direct F4penses: S 24. coo 00
PROPOSAL SUMMARY
Total Direct Lobar Cost: f 3,229,31d.15
TOW Other Direct Expermse - f-- - 34,0w.00
aDd Total• r.1 a�a3,31e,76
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