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Ordinance No. 16,294 (Item 6.r.)ORDINANCE NO. 16,294 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS, AUTHORIZING A PROFESSIONAL SERVICES AGREEMENT WITH BROWN AND GAY ENGINEERS, INC, FOR ENGINEERING SERVICES FOR THE TRANSITE WATER LINE REPLACEMENT PROGRAM—BAYWAY PROJECT; AUTHORIZING PAYMENT BY THE CITY OF BAYTOWN IN AN AMOUNT OF NINE HUNDRED SEVENTY-SEVEN THOUSAND THREE HUNDRED FIFTY-SIX AND 00/100 DOLLARS ($977,356.00); 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 Professional Services Agreement with Brown and Gay Engineers, Inc., for Engineering Services for the Transite Water Line Replacement Program— Bayway Project. A copy of said agreement is attached hereto as Exhibit "A" and incorporated herein for all intents and purposes. Section 2: That the City Council of the City of Baytown authorizes payment to Brown and Gay Engineers, Inc., in an amount of NINE HUNDRED SEVENTY-SEVEN THOUSAND THREE HUNDRED FIFTY-SIX AND 00/100 DOLLARS ($977,356.00) for professional services in accordance with the agreement authorized in Section 1 hereinabove. Section 3: That the City Manager is hereby granted general authority to approve a decrease or an increase in costs by FIFTY THOUSAND AND NO/100 DOLLARS ($50,000.00) or less. Section 4: This ordinance shall take effect immediately from and after its passage by the City Council of the City of Baytown. INTRODUCED, READ and PASSED by the affirmativ vot of the ity Council of the City of Baytown this the 23' day of October, 2025. SON, Mayor A EST: ANGELAJACKSON,10i y Clerk APPROVED AS TO SCOTT LEMOND, Ciby Attorney RAOrdinances and Resolutions\Ordinanee\2025-10-23\Ordinance.PSA with Brown and Gay Engineers for the Transite Water Line Replacement Program.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 engineering services for the Transite Pipe Water Line Replacement Program - Bayway 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) (—) 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 Ian Pietz, 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 correct such deficiencies without additional compensation. b. Codes and Standards (i) All references to codes, standards, environmental regulations and/or material specifications shall be to the latest revision, including all effective supplements or addenda thereto, as of the date that the order for any necessary equipment is made by the City or that the construction specified is bid by the City. (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. Agreement 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. Agreement 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: 1. Commercial General Liability ■ General Aggregate: $2,000,000 ■ Products & Completed Operations Aggregate: $2,000,000 ■ Personal & Advertising Injury: $1,000,000 ■ Per Occurrence: $1,000,000 ■ Fire Damage $500,000 ■ Waiver of Subrogation required ■ Coverage shall be broad form ■ No coverage shall be deleted from standard policy without notification of individual exclusions being attached for review and acceptance. 2. Business Automobile Policy ■ Combined Single Limits: $1,000,000 ■ Coverage for "Any Auto" ■ Waiver of Subrogation required 3. Errors and Omissions ■ Limit $1,000,000 for this project ■ For all architects, engineers, and/or design companies ■ Claims -made form is acceptable ■ Coverage will be in force for one (1) year after completion of the Project ■ Waiver of Subrogation required 4. Workers' Compensation ■ Statutory Limits ■ Employer's Liability $500,000 ■ Waiver of Subrogation required b. The following shall be applicable to all policies of insurance required herein. 1. Insurance carrier for all liability policies must have an A.M. Best Rating of A:VIII or better. 2. Only insurance carriers licensed and admitted to do business in the State of Texas will be accepted. Agreement for Professional Services, Page 6 Rev. 8.13.2025 3. Liability policies must be on occurrence form. Errors and Omissions can be on claims -made form. 4. Each insurance policy shall be endorsed to state that coverage shall not be suspended, voided, canceled or reduced in coverage or in limits except after thirty (30) days prior written notice by mail, return receipt requested, has been given to the City. 5. The City, its officers, agents and employees are to be added as Additional Insureds to all liability policies, with the exception of the Workers' Compensation and Errors and Omissions Policies required herein. 6. Upon request and without cost to the City, certified copies of all insurance policies and/or certificates of insurance shall be furnished to the City. 7. Upon request and without cost to the City, loss runs (claims listing) of any and/or all insurance coverages shall be furnished to the City. 8. All insurance required herein shall be secured and maintained in a company or companies satisfactory to the City, and shall be carried in the name of Consultant. Consultant shall provide copies of insurance policies and endorsements required hereunder to the City on or before the effective date of this Agreement. 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 THE PARTIES HERETO, BOTH CONSULTANT AND THE CITY, THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH Agreement for Professional Services, Page 7 Rev. 8.13.2025 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. Agreement 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. 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. Agreement for Professional Services, Page 9 Rev. 8.13.2025 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 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. Agreement for Professional Services, Page 10 Rev. 8.13.2025 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 I 1 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 (Signature) (Printed Name) (Title) Agreement for Professional Services, Page 14 Rev. 8.13.2025 CONSULTANT: BROWN AND GAY E G NEERS, INC. (Signature) Todd Calvin, PE (Printed Name) Director (Title) STATE OF & COUNTY OF 4A(-r� Before me on this day personally appeared To CA L VIA) , in his/her capacity as MA#JA 61A)G bVZECTUZ of BGE, Inc. , on behalf of such , ✓f 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 7 77V day of 6 G7-0i,3r ;e 20?S— HEATHER GUILLORY - ,:Notary Public, State of Texas .. Comm. Expires 09 25-2027 Notary Public m and for the State of �;,,�.` Notary ID 134573594 R:\Scott\.Contracts\Architectural or Engineering Services Agreement Template Agreement for Professional Services, Page 15 Rev. 8.13.2025 EXHIBIT A — SCOPE OF SERVICES This Scope of Services covers basic services and additional services for the design of two separate construction packages for the replacement of an existing 16-inch waterline along Bayway Drive from Decker Drive to Market Street and Finley Street, consisting of Segment 1 from Decker Drive to 5200 Bayway Drive and Segment 2 from 5200 Bayway Drive to Finley & Market Streets. Basic services include the design, bidding and construction phase as described below in Section A. Additional services include items not covered by basic services and are as described below in Section B and consist of topographic survey, right-of-way work related to design, geotechnical study, water system modeling, and subsurface utility exploration. This scope of work has been prepared based on the following: • City of Baytown Fiscal Year 23-24 Capital Improvement Plan Funded Projects (WL2101) • Bayway Drive Corridor Plan • Discussions at recent meetings and input from the City of Baytown (City) A. Basic Services: 1. Design Phase Services a. Attend a kickoff meeting with City of Baytown staff. Prepare meeting minutes. b.. Collect and review utility record drawings and system information. Typical data sources are record drawings and reports (geotechnical, ESA, condition surveys, etc.), site surveys and mapping, current and previous design documents (drawings, specifications, reports, graphic exhibits, etc.) and property and easement plats. c. 360-Degree video of entire alignment. BGE will record alignment with 360-degree video camera, similar to Google StreetView, that will record existing conditions and allow project members to virtually walk the project and verify elements of the project without having to return to the site. d. Investigate and evaluate the constructability and economic feasibility of installing the new waterline for replacement alternatives, including slip -lining, pipe -bursting or replacement. Coordinate with Exxon to determine the best option for abandoning existing 16-inch waterline though Exxon property, including the option of installing new meter and backflow preventer at pipeline entrance to Exxon, property near 5200 Bayway Dr, capping and removing a section of pipeline at Baytown Ave where it exits Exxon Property, and deeding the pipeline within Exxon property to Exxon. f. Conduct monthly status meetings with City of Baytown staff. Prepare meeting minutes. g. Prepare submittals and construction documents including bid documents, technical specifications, and contract drawings for the Project based on the City of Baytown Public Standard Details. The following submittals are anticipated: (1) The 30% drawings will include topography survey, plan drawings, specifications table of contents, and cost estimate. (2) The 60% submittal will include contract drawings with plans and profiles, technical specifications with 30% comments addressed, and updated cost estimate. (3) The 90% submittal will include the full bid ready package with 60% comments reviewed and updated cost estimate. (4) The 100% submittal will include a full bid package with agency approvals and final updated cost estimate. h. Prepare fmal detailed estimates of probable construction cost estimates with 10 percent contingencies. The Engineer shall not be required to guarantee the accuracy of these estimates. i. Use best effort to obtain all necessary approvals from the appropriate utilities, city, county, state, and federal agencies having jurisdiction over the Project. If the Engineer is unable to obtain approval of the plans due to recording of easements, subordinations, payment of taxes, special nonstandard features requested by City of Baytown or other factors beyond the Engineer's control, then the plans shall be deemed complete and approved. j. Coordinate with pipeline companies involving agreements and adjustments during design and construction. 2. Bidding Phase Services: a. Supply an electronic file (pdf) of the bid ready documents to the City for their reproduction. b. Assist in solicitation to attract qualified bidders. c. Attend the pre -bid conference. d. Answer contractor's questions and issue addendums as directed by the City of Baytown to clarify, correct, and/or change the bidding documents. e. Attend bid opening. f. Review the bids, prepare the bid tabulation and recommend of award to the City. g. Bidding and negotiation phase will be considered complete upon the City issuing Notice to Proceed to the successful bidder. 3. Construction Phase Services: a. Attend pre -construction meeting. b. Review the construction submittals and shop drawings. c. Review contractor's pay estimates and coordinate findings with the City. d. Provide periodic site visits during construction (one visit per month). 2 e. Assist in the coordination of required laboratory testing provided by others, if needed. f. Issue clarifications and interpretations to the Contract Documents as appropriate through the RFI process. g. Prepare change orders, if necessary. h. Attend the initial and final walkthroughs with the contractor and City officials and prepare punch list items. i. BGE will prepare record drawings for the project based on "red lined" drawings and information provided by the Contractor. BGE will furnish one set of printed "Record Drawings" to the City. BGE will also provide an electronic version of the record drawings for their permanent records. B. Additional Services 1. Topographic Survey and Right -of -Way Research a. Perform topographic and right-of-way services along Bayway Drive from Decker Drive all the way to Baytown Avenue (from the centerline of Bayway Drive to the eastern edge of ROW) and along Bayway Drive from Baytown Ave to Market Street and then along Market Street to Finley Street (full width of the entire ROW). 2. Geotechnical Investigation a. Prepare or retain the service of a subconsultant or subconsultants to perform geotechnical investigation services of the existing soil conditions along the proposed waterline route and provide recommendations for the purposes of waterline design and construction. b. This item is to be submitted for the City of Baytown's review at 60 percent review submittal. 3. Subsurface Utility Engineering Investigation a. Prepare or retain the services of a subconsultant or subconsultants to perform subsurface utility engineering investigation services on critical utility crossings or locations that could impact the construction of the waterline. (Assume up to 15 locations/potholes. ) 4. Water Modeling a. Model the new connection for the 16-inch waterline to confirm new connection point into existing system will not cause pressure concerns. C. Services Not Included in the Proposal 1. All fees required by agencies for filing, permits, etc. 2. Engineer will not perform any services not specifically listed in this proposal without first obtaining the written approval of the City of Baytown. 3 Exhibit B City of Baytown Transite Pipe Waterline Replacement Program - Bayway, Project WL2101 Design Services for 16-inch Waterline Replacement Project Combined Summary of Segments 1 & 2 (Decker Dr to 5200 Bayway Dr & 5200 Bayway Dr to Market and I BGE, INC. Principal) Quality Assurance/ r Quality Control Sr. Project Manager Project Manager EIT Designer CAD Technician Sr. Project Manager (Survey) Project Manager (Survey) Sr. Technician (Survey) 760 Camera Video Field Crew Manager (Survey) HOURLY RATE $ 290 $ 290 $ 205 $ 127 $ 146 $ 100 $ 250 $ 200 $ 150 $ 250 $ 175 $ Project Management Subtotal Fee $ 2,610 $ 8,700 $ 7,985 $ 3,422 $ $ - $ - $ - $ - $ - 3 Data Collection Subtotal Fee $ - $ 2.320 $ 5.733 $ 4.563 $ - $ - $ $ $ $ 2,000 $ 9 30% Design Submittal Subtotal Fee $ 2,320 $ 7.830 $ 5,528 $ 5,450 $ 7.751 $ 16,100 $ $ $ $ - $ $ 601/6 Design Submittal Subtotal Fee $ 4.640 $ 9,860 $ 7.371 $ 9.126 $ 15.210 $ 32,900 $ $ $ $ $ 9 90% Design Submittal Subtotal Fee $ 4,640 $ 8,120 $ 5,733 $ 5,831 $ 9,506 $ 15,000 $ $ $ $ $ $ 100% Design Submittal (Bid Package) Subtotal Fee $ 2,320 $ 6,960 $ 7,371 $ 6,084 $ 7.313 $ 9,800 $ $ $ $ $ 3 Bid Phase Subtotal Fee $ - $ 3.190 $ 2,867 $ 1,521 $ - $ - $ $ $ $ $ 9 Construction Phase Subtotal Fee $ $ 17.690 $ 23.751 $ 14.703 $ $ 1,600 $ $ $ $ $ $ Additional Services 1. Topographic Survey 2. Geotechnical Desktop Study 2. SUE 0 0 0 4 0 0 8 0 0 0 0 0 0 0 0 0 0 0 15 0 0 53 0 0 133 0 0 0 0 0 17 0 0 Subtotal Hours Subtotal Fee $ 0 - $ 4 1,160 8 $ 1,638 $ 0 - 0 $ 15 $ 3,750 53 $ 10,600 133 $ 19,950 0 $ - 17 $ 2,975 TOTAL PROCUREMENT SERVICES FEES $ 16,530 $ 65,830 $ 67,977 $ 50,700 $ 39,780 $ 75,400 1 $ 3,750 $ 10,600 $ 19,950 1 $ 2,000 SEGMENT 1 BASIC ENGINEERING SEI Project Management Subtotal Fee $ 2,610 $ 8,700 $ 7,985 $ 3.422 $ $ $ $ $ - $ Data Collection Subtotal Fee $ - $ 9,280 $ 15.561 $ 10,647 $ - $ 800 $ $ $ $ 2,000 $ 30% Design Submittal Subtotal Fee $ 2,320 $ 7.830 $ 5.528 $ 5,450 $ 6,289 $ 12,100 $ $ $ $ - $ 60% Design Submittal Subtotal Fee $ 4,640 $ 9.860 $ 7,371 $ 9.126 $ 11.700 $ 24.100 $ $ $ $ $ 90% Design Submittal Subtotal Fee $ 4.640 $ 8,410 $ 6,347 $ 6.591 $ 7.459 $ 11,200 $ $ $ $ $ 100% Design Submittal (Bid Package) Subtotal Fee $ 2.320 $ 6,960 $ 7,371 $ 6,971 $ 7,459 $ 8.300 $ $ $ $ $ Bid Phase Subtotal Fee $ - $ 3,190 $ 2.867 $ 1,521 $ - $ - $ $ $ $ $ Construction Phase Subtotal Fee $ $ 15,370 $ 21,294 $ 13,182 $ $ 1,600 $ $ $ $ $ Additional Services EXHIBIT C — SCHEDULE Schedule The anticipated schedule to complete the design services is 365 calendar days from the effective date of the Notice to Proceed. This schedule is contingent on each pipeline company's response time for coordinating the Subsurface Utility Exploration (SUE) and/or probing of their pipelines since a company pipeline representative would need to be onsite when this work is being conducted and on Exxon's responsiveness in determining an acceptable solution of rerouting the existing waterline outside of their site to public right of way for Segment 2.