Ordinance No. 16,406 (Item 8.f.)ORDINANCE NO. 16,406
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS,
AUTHORIZING A CONSULTING SERVICES AGREEMENT WITH WATER
COMPANY OF AMERICA TO PROVIDE INVESTIGATION, WORK ORDERS, AND
FIELD SERVICES IN CONNECTION WITH THE CITY OF BAYTOWN UTILITY
METERING, BILLING AND COLLECTION SERVICES THROUGH THE
INTERLOCAL PURCHASING SYSTEM (TIPS), CONTRACT NO. 25061; AND
AUTHORIZING PAYMENT CONSISTENT WITH THE TERMS THEREIN; MAKING
OTHER PROVISIONS RELATED THERETO; AND PROVIDING FOR THE
EFFECTIVE DATE THEREOF.
WHEREAS, the City Council of the City of Baytown has approved an Interlocal Agreement or
membership for cooperative purchasing with the Interlocal Purchasing System (TIPS); and
WHEREAS, pursuant to such agreement, the City may make purchases of goods and services based
upon the bids received and the negotiated contract entered into by Interlocal Purchasing System (TIPS); and
WHEREAS, the Interlocal Purchasing System (TIPS) has taken bids and entered into a contract for
consulting services; NOW, THEREFORE,
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 the Consulting Services Agreement with Water
Company of America as a Supplemental Agreement to the TIPS Cooperative Purchasing Agreement 250601.
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 hereby authorizes payment consistent with
the terms of Section 5.02 of attached Exhibit "A" whereby Water Company of America will be paid fifty
percent (50%) of all increased revenue realized by the City for a term of forty-eight (48) months thereafter.
Section 3: That pursuant to the provisions of Texas Local Government Code Annotated Section
252.048, the City Manager is hereby granted general authority to approve any change order involving a
decrease or an increase in costs of FIFTY THOUSAND AND NO/100 DOLLARS ($50,000.00) or less,
provided that the original contract price may not be increased by more than twenty-five percent (25%) or
decreased by more than twenty-five percent (25%) without the consent of the contractor to such decrease.
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 vote of the City C ncil of the City of
Baytown this the 26th day of February 2026. _ A n
ANGELA JVKSON, Ct Cl�cr1.
APPROVED AS TO FORM:..
STIN HOLMES, Assistant City Attorney
R:\Ordinances and Resolutions\Ordinance Drafts\2026-2-26\Ordinance Approving Consulting Contract with WCA.kh.docx
6WL;A
Proposal For Services
September 11, 2025
Brant Gary
City of Baytown
2401 Market Street Baytown,
Texas77520
brant.gary@baytown.org
Review of Unbilled or Misbilled Utility Services
EXHIBIT "A"
Re: The Interlocal Purchasing System (TIPS) — 250601
Consulting and Other Related Services
ISI Water Company (referred to herein as Water Company of America "WCA") is pleased to
submit this Proposal for Services entitled "Review of Unbilled or Misbilled Utility Services" to
the City of Baytown utilizing the TIPS 250601 Consulting and Other Related Services Contract.
As outlined in this proposal, and as with all previous contracts undertaken, WCA's program of
revenue enhancement is offered on a performance fee basis. WCA will bear all of its study
costs. WCAwill be entitled solely to a share of increased collected revenues generated by this
program.
Water Company of America has a proven program for revenue recovery. We most sincerely
appreciate the opportunity to provide assistance to the City in this project. The contact
information for WCA related to this proposal is as follows:
Shane Sangalli, Region Manager, ISI Water Company
5215 Fidelity St. Houston TX 77029
(501) 414-1885, shane.s@watercompanyofamerica.com
Attached: Section 1 —
Section 2 —
Section 3 —
Section 4 —
Program Overview (page 2)
Scope of Services (page 3)
Cost of Services (page 7)
Contract for Services (page 9)
This proposal is valid for a minimum period of 120 days subsequent to the submittal date of
YWCAProposal For Services
Review of Unbilled or Misbilled Utility Services
September 11, 2025. Thank you for your consideration of our proposal for
"Review of Unbilled or Misbilled Utility Services."
Respectfully submitted,
Shane Sa nga I I i
Regional Director
Page 1 of 20 Water Company of America * 5215 Fidelity St* Houston, TX 77029
Section 1— Program Overview the need for a clear understanding of
Water Company of America is registered to
do business in the State of Texas and is
pleased to submit this Proposal for
Services to the City of Baytown entitled
"Review of Unbilled or Misbilled Utility
Services".
WCA is uniquely qualified to perform the
work outlined in the proposal. The study
proposed is similar to previous and current
projects performed by WCA for Municipal
Utility Departments nationwide. Since
initiating the first ever project of this
nature in 1989, we have gained substantial
experience from a diverse group of very
successful contract opportunities. While
teaming with utilities as large as 374,000
accounts and as small as 1,600, WCA has
increased the billings and collections to our
clients by substantial amounts.
WCA will perform the service with trained
management and field personnel with the
requisite experience to accomplish the
goals of the project. These employees are
familiar with field procedures; appreciate
applicable Utility billing policies,
Ordinances, Rules and Regulations;
comprehend variations in water
distribution and sewer collection systems,
and thus are capable of rapid mobilization
for the Utility. Staffing needs for this
project will be met in the following three
manners:
1. Bringing experienced personnel
from other locations
2. Recruiting, hiring and training from
the local area
3. Utilizing sub -contractors and
engineers experienced with Water
Loss Audit Processes
By approaching the issue of staffing in this
manner, WCA can effectively perform the
Scope of Project in a timely and effective
manner.
The WCA program utilizes technical work
methods conducted in an efficient manner
and designed to optimize revenue impact
without disruption to normal operating
procedures of the Utility. All WCA field
operations will be conducted in a manner
consistent with requirements imposed by
the Utility on its own personnel. Some of
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6WCA
the basic WCA rules of staff
operational conduct are
listed below.
• WCA will conduct all operations to
comply with applicable Utility
procedures.
• WCA employees will adhere to all
safety requirements of the Utility
and WCA.
• WCA will insure that property
conditions affected by field
research activity will be returned to
original or better than original
condition.
Section 2 — Scope of Services
2.01 - System Concept and Solution
Review of Unbilled or Misbilled Utility Services
• WCA vehicles will be clean and
clearly marked with the Company
Logo.
• WCA employees will be uniformed.
• WCA employees will display picture
identification badges affixed to the
employee's uniform.
• WCA employees will at all times
maintain a neat and clean
appearance that represents the
professionalism of the Utility and
WCA.
• WCA employees will exhibit a
courteous and polite manner when
dealing with any customer of the
Utility.
The Study work shall consist of 3 general tasks and 13 specific steps that involve
actions and decision points of the utility and of WCA. The steps are shown below in written
form to explain the detail of each, and a flow chart diagram is included to illustrate the
process.
A "start work" meeting shall be conducted with key members of each affected
Department. Objectives are spelled out, an overview of the method of approach is discussed,
and a clear chain of command and reporting is determined. Guidelines for subsequent
updates can be established as well. An operational methodology based on good clear
communication facilitates maximum production for the City.
TASK I — IDENTIFY AND ANALYZE
Step 1: Account Data Information Gathering and Review
Account data is accessed in two ways, first, a download of raw unjoined
data run at a consistent point in time each month and second, an
electronic link for review of real time data. All necessary data queries
and reports are created and run by WCA personnel on WCA computers
with no City staff time requirement.
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YWCAProposal For Services
Review of Unbilled or Misbilled Utility Services
Step 2: Account Information Analysis Criteria
WCA analyzes the reliability of the account data as it relates to billing,
identifying those key fields that could negatively impact billing if
entered incorrectly. WCA will review customer accounts for instances
of no bills, underbilling and over billing on an individual basis to identify
increase revenue opportunities. The accuracy of CIS data pertinent to
billing is critical to the success of the project. The Utility's historical data
is essential to Step 2 and is the basis upon which the remaining steps
are predicated.
Step 3: Internal Property Selection Report
WCA produces a Property Report of suspect locations from the data
analysis process described in Step 2. This "first cut" report provides a
list of accounts ear -marked for further research. Each account record is
scrutinized for additional facts that can validate account problems as
probable.
Step 4: Field Work Selection Report
WCA prepares a Field Work Selection Report that identifies the
individual accounts and in some cases areas to be researched in the
field. WCA submits the report to the Utility for review and approval.
This step informs the Utility of WCA's intended field operations, and the
location of its personnel within the system.
Step 5: Field Work Order Issued
After the Project Manager approves the Field Work Selection Report,
WCA issues a Field Work Order to its field personnel. This document will
be completed on site and is used to confirm all current property data.
All causes of revenue loss will be explored including: meter inaccuracy,
service theft, unmetered fire lines, wastewater service problems, coding
problems, billing accuracy, and unlisted connections or meters.
Step 6: Field Research & Account Documentation
Field personnel conduct site visits to research the property for all
information required on the Field Work Order.
Step 7: DECISION POINT: Potential Revenue Enhancement
Once field account analysis and field work are complete, WCA selects
specific accounts with the potential for revenue enhancement for
submission to the City. Accounts not selected will be filed
systematically for future reference.
TASK II — QUANTIFYING REVENUE ENHANCEMENT
Page 4 of 24 Water Company of America * 5215 Fidelity St* Houston, TX 77029
'WCA Proposal For Services
Review of Unbilled or Misbilled Utility Services
Step 8: Formal Work Order submission
WCA will submit to the Utility a Formal Work Order on an account -by
account basis with complete documentation where additional revenue
recovery is possible. This report provides complete and accurate
documentation for use by the City to update and correct customer
records. The document is a report produced by the WCA software,
written specifically for CITY. Included in this standard document is the
projection of incremental revenue increase. This projection is essential
to the utility, in that accurate projections must be in hand before
decisions can be made as to the relative importance of problem
correction and as to the cost effectiveness of the remedy. This
projection is supported by precise calculations that are based on the
property analysis and the analysis of the meter or meters in question.
All problems noted in the system are mapped by address in the
mapping software to determine the frequency and location of problems
in the system.
Step 9: DECISION POINT:
The City will review the Formal Work Order and approve WCA's
recommended changes. The City retains the ultimate unilateral right to
approve each Formal Work Order submitted. Any Formal Work Order
not initially approved will be returned to WCA for additional work and
resubmission, and/or filed for future reference.
TASK III —COORDINATING THE IMPLEMENTATION AND EXECUTION OF CORRECTIVE ACTION
Step 10: Corrective Action
Following Formal Work Order approval, the necessary changes will be
made to the account. These changes fall into two broad categories;
changes in billing and changes to the physical service. WCA will assist
the utility by coordinating the necessary activities and/or procedures
between the various disciplines by acting as liaison to resolve issues that
might otherwise stalemate the remedy. Examples of this assistance:
generating interdepartmental correspondence, preparing
letters for City signature that notify customers, as well as the
assimilation of signed hardcopy for archive purposes.
Page 5 of 24 Water Company of America * 5215 Fidelity St* Houston, TX 77029
,WCA Proposal For Services
Review of Unbilled or Misbilled Utility Services
Step 11: Identified New Revenue on Accounts
Once the change to the account is complete, the Utility will identify
(flag) the account in the Utility Billing Database as one to which WCA is
eligible for participation in a share of increase revenue.
Step 12: Reports and Proposed Revenue Sharing Plan
WCA compiles and delivers a monthly report (Detailed Revenue Report)
to the City that details the collected revenue for the period and
calculates WCA compensation. This amount is based on actual account
collection. The collection activity is monitored from the same monthly
download of account data identified in Step 1. The revenue report is
generated on an account -by -account basis, for review and approval by
the City.
In addition, WCA will prepare a Status Report, on a frequency
determined by the City. This custom report details those specific pieces
of information meaningful to the City related to the documentation of
revenue findings. This report is not "canned" but is tailored to the needs
and desires of the City.
WCA will prepare a Final Report on the specific results of the project
including an assessment of existing billing and metering practices and an
estimate of annual recovery by area of deficiency.
The above 12 tasks are illustrated in the flow diagram charts on the following two pages:
PROGRAM TASK PROCESS - RESPONSIBILITIES OF WCA
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YWCA
Proposal For Services
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Page 7 of 24 Water Company of America * S21S Fidelity St* Houston, TX 77029
'WCA Proposal For Services
Review of Unbilled or Misbilled Utility Services
2.02 - Proposed schedule for completing the work
Data access through read only link and the data download process (described in Section 4, Task
I. Step 1.) is a function of the City - over which WCA has no control. Because this period of time
is impossible to forecast, it is not included in the Contract Term.
"Notice to Proceed" is defined as the written notification by the City to WCA to initiate Work.
This notification is issued upon the successful receipt and conversion of Account data from the
City by WCA. The date of the Notice to Proceed shall mark the initiation of the Contract Term.
Contract Term - It is anticipated that the period of time necessary for the "Work", (described in
Section 4, Task I. Steps 2-8 and Task II.) for this project is three years. In addition, renewal option
should be included, in accordance with Section 6.01 of the following Supplemental Agreement.
Because every Contract undertaken by WCA in years past has proven to be unique — in terms of
results and the amount of time necessary to produce those results - adequate opportunity for
the City to achieve maximum benefit must be allowed. Insofar as the day to day and week to
week schedule is concerned, WCA will gear the frequency of reports, updates and submittals of
Work Orders according to the limitations, requests and requirements of the City.
Section 3 - Proposed Cost of Services
2.01— Review of Unbilled or Misbilled Services
For any work performed by WCA which results in increased revenue for the City of
Baytown in accordance with the provisions of the proposal, WCA shall be paid fifty (5
percent of all increase revenue for a term of forty-eight (48) months thereafte, as detailed in
section 6.01.
For the purpose of this proposal, increased revenue shall mean the difference between
the amount of monthly income received by the City on an account, subsequent to and prior to
corrective action being taken on all unbilled or misbilled water and wastewater services
provided by the City, including retroactive collections made as a result of work by WCA.
2.02 — Ancillary Services
In addition to our Review of Unbilled or Misbilled Utility Services, WCA can provide additional
services through our contract with 791 Purchasing Cooperative for an additional fee:
Water Loss Audits and Validation
TWDB Certified Water Loss Auditors
Cost Benefit Analysis
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'WCA Proposal For Services
Review of Unbilled or Misbilled Utility Services
Financial Analysis, Return on Investment (RO1)
Analysis of cost apportionment to a client City
Example: the City is a wholesale customer of or a member agency of a Wastewater Treatment
Authority serving multiple Cities.
Property water audits
When Customer Service Departments are hit with customer high bill complaints to elected
officials, one solution is to use WCA for an arm's length third party field audit.
1. explain account data — customer sensitive
2. correlate last billed read to the current read
3. explain the rate, Ordinance and the reason for it (especially conservation rate)
4. inspect the meter leak indicator
5. identify water uses, especially irrigation
6. equate consumption to dollars, especially as regards irrigation
7. provide report documenting all activities
Water Pressure Logging
Example: turnkey work (hardware, install, read, report) for an engineering firm in Central FL
engaged in a long-range planning process for a municipality.
Saturate a service area to account for all connections
Example:The City must respond to a State DOTnotification that a roadwill be widened, covering
a sewer main. The City wants to ensure that every property parcel has a sewer tap of record.
WCA will research County property appraiser records to identify all parcels, overlay with
connection records, perform visual field confirmation where feasible and report to the City.
Performed for Orange County, FL on SR50
Water and/or sewer flow -metering.
Example: sewer only customer of Gulfport, MS
Assessment of Current Billing and Metering Systems
Review & Analysis, Data Integrity, Compliance and Regulatory Review
Recommendations for System Improvements. Billing System Optimization, Metering
Technology, Automation.
Vendor Selection Support. Vendor Evaluation, Contract Negotiation
Implementation Support and Project Management.
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Review of Unbilled or Misbilled Utility Services
Customer Experience Enhancement. Customer Portals, Billing Transparency
Section 4 — Supplemental Agreement to TIPS Cooperative Purchasing
Agreement 250601
THE STATE OF: TEXAS
COUNTY OF: HARRIS & CHAMBERS
KNOW ALL MEN BY THESE PRESENTS:
THIS Supplemental Agreement to TIPS Cooperative Purchasing Agreement 250601
("Contract") is made on the date of countersignature, hereinafter specified, by and between
the City of Baytown ("City"), and ISI Water Company, a Texas corporation, with its principal
office in Houston, Harris County, Texas (referred to herein as Water Company of America
"WCA"). The initial addresses of the parties are as follows:
WCA
ISI Water Company
5215 Fidelity St
Houston, Texas 77029
CITY
City of Baytown
2401 Market Street
Baytown, Texas 77520
WHEREAS, the CITY desires to secure the performance of services of the highest
quality by trained, skilled personnel; and
WHEREAS, the CITY desires to secure the performance of services with WCA pursuant
to the city's existing master interlocal agreement with The Interlocal Purchasing System (TIPS)
Contract 250601, and
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YWCAProposal For Services
Review of Unbilled or Misbilled Utility Services
WHEREAS, this document shall serve as a supplement to The Interlocal Purchasing
System (TIPS) Agreement 250601, and
WHEREAS, WCA desires to provide such services in exchange for the fees hereinafter
specified; and
WHEREAS, WCA has submitted information describing the proposed service;
NOW, THEREFORE, for and in consideration of the premises and mutual covenants herein
contained, it is agreed as follows:
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Proposal For Services
/_l.1liL111111:11111
npfinitinnc
Review of Unbilled or Misbilled Utility Services
As used in this Contract, the following terms shall have meanings as set out below:
"Account" is defined as a particular Utility Service of the CITY (including but not limited
to Water, Wastewater, Stormwater, Solid Waste). This definition includes all unauthorized
taps discovered by WCA that previously had not been given an Account number by the CITY.
"Base Revenue" Is defined as the average of the monthly Account billings during the
period of time when the Account experienced the problem and which immediately precedes
the completion of the Work, for up to a twelve-month period. By way of example, and not
limitation, if WCA discovers a meter which has been broken for a six-month period, resulting
in consumption of zero usage during such six-month period, the Base Revenue is zero, and
shall not include in the Base Revenue average the preceding six-month period during which
time the meter operated properly.
"WCA Share" is defined as the fee to be paid by the CITY to WCA for performance of
duties under this Contract, computed in accordance with Section 5.02 hereof.
"CITY" is defined in the preamble of this Contract and includes its successors and
assigns.
"WCA" is defined in the preamble of this Contract and includes its successors and
assigns.
"Customer Information System" (or "CIS") is defined as the system used by the CITY to bill
and to account for customer activities.
"Contract Administrator" is defined as that person designated by the Director by
notice to WCA, to administer this Contract on behalf of the CITY. This individual shall have a
working knowledge of CITY protocol and operating procedures of the CITY, and shall have the
authority and responsibility of administering all day-to-day aspects of this contract on behalf
of the CITY.
"Director" is defined as the CITY's designated Utility manager who has ultimate
authority and responsibility over this Contract.
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"Documenting the Find" is defined as the notation by WCA on the
Research report to the CITY or the approval of a submitted Formal Work Order.
"Find" is defined as the discovery by WCA of an Account condition, as the result of the
Work, which causes a specific Utility Service to be improperly or inaccurately billed.
"Force Majeure" as used herein, shall include but not be limited to, acts of God, acts of
the public enemy, war, blockades, insurrection, riots, epidemics, landslides, lightning,
earthquakes, fires, storms, floods, washouts, tornadoes, hurricanes, arrests, and restraints of
government and people, explosions, breakage or damage to machinery or equipment and any
other abilities of either party, whether similar to those enumerated or otherwise, and not
within the reasonable control of the party claiming such inability.
"Increased Revenue" is defined as the amount of monthly income received by the
CITY on an Account, over and above the Base Revenue, including any rate increases,
subsequent to corrective action being taken on that Account, including both income derived
from ongoing usage, as well as retroactive billing.
"Notice to Proceed" is defined as the written notification by the CITY to WCA to
initiate Work. This notification shall be issued upon the successful conversion of Account data
from the CIS by WCA. The date of the Notice to Proceed shall mark the initiation of the
Contract Term.
"Research Report" is defined as the reports delivered to the CITY by WCA pursuant to Section
2.01 (C) (1) hereof.
"Utility Service" is defined as the physical location of a CITY consumer, both known
and unknown to the CITY, which utilizes services provided by the CITY.
"Work" is defined as all of WCA's efforts towards determining needed changes and
recommending the corrective actions necessary in order for the specific Utility Service to be
properly and accurately billed.
"Work Order" shall be defined to mean that certain standard document that defines
relevant information about a CITY Account that WCA has evaluated and determined to be
defective.
ARTICLE II
Scope of Service
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2.01 - Basic Service
WCA shall provide the investigation, Work Orders, and field services necessary to maximize
the billable revenue for the CITY's utility Service.
A) Investigation and Field Work
B) Upon receiving the Account information described in Section 3.01 (A) hereof WCA shall:
1) Investigate each Account and determine if there is a loss of revenue to the CITY
associated with that Account.
2) Submit Work Orders with recommendation for changes in billing procedures and/or
changes in physical service. This information will be provided for each Account.
C) Reports
1) WCA shall provide to the CITY on a periodic basis a complete list of all Accounts
researched on which WCA has identified potential increased revenues to the CITY. This
Research Report shall be submitted forthe purpose of "Documenting the Find" and WCA
shall be entitled to its portion of the Increased Revenues on said Accounts (the WCA
Share), if the Work Order(s) included therein are subsequently approved by the Contract
Administrator.
2) On each Account for which WCA has Documented the Find and the CITY has collected
Increased Revenue, WCA shall provide a detailed report that quantifies Increased
Revenue prepared from the information received from the CITY in the monthly account
data download. This report typically contains at least the following information: a) Work
Order number
b) Account Number
c) Cycle counter (indicates progression through the revenue sharing period)
d) Amount of customer billing (from the download)
e) Base Revenue
f) Calculation of Increased Revenue
g) Calculation of WCA Share
3) WCA may provide the Contract Administrator a status report on a frequency agreed to
by the parties. This report is to be inclusive of all Accounts that are deemed by WCA to
justify action and on which a Work Order has been generated in the prior month.
WCA warrants that all work shall be performed in a good and workmanlike manner meeting
the standards of quality prevailing in the CITY ordinances, and all other applicable provisions
of law, for services of like kind. WCA further warrants that trained and skilled persons who
have been previously approved by the CITY shall perform all Work. WCA shall be responsible
for the accuracy of its services and documents resulting therefrom, and the City shall not be
responsible for discovering deficiencies therein. WCA shall correct such deficiencies without
additional compensation.
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2.02 - Services in General
WCA shall coordinate all of its activities herein described with the CITY, the Director, WCA
Administrator, or their designated representative(s).
2.03 — Finds Exempted
In certain rare cases, WCA may discover a Find on an Account of which the CITY has prior
knowledge and is attempting to remedy. Such a Find being remedied by the CITY is exempted
from WCA Work.
These cases fall into two categories and require that WCA shall:
1) for a period of 60 calendar days from the date of the inception of a new
Account problem that originates during the term of this agreement, refrain from
submitting a Work Order related to that Find, and
2) for a period of 60 calendar days beginning at the Notice to Proceed date,
refrain from submitting a Work Order for any specific problem on an Account that is
known to the CITY and is made known to WCA, that the CITY is in the process of
remedying on that Account.
It is agreed by the parties hereto that the purpose of this Section 2.03 is to define and agree to
the period of time for the CITY to remedy new problems that it discovers, and/or to remedy
known situations. This will minimize duplication of effort, thus keeping project resources
focused on providing maximum benefit to the CITY.
ARTICLE III
CITY Duties, Data Records, Work Products, Etc.
3.01 - Certain Duties of the CITY:
A) In addition to its other duties under this Contract, the CITY shall, to the extent permitted
by law for each Account, promptly provide access to all the data and records in the
possession of the CITY and provide copies of any documents in the possession or control
of the CITY or available to the CITY which are requested by WCA and are reasonably
necessary for WCA to perform its duties under this Contract. CIS data shall be in two
forms.
1) The CITY will create a monthly download consisting of a .bak (backup) file of the
Utility Billing System.
a) The CITY will exercise all reasonable haste in timely creation of download #1
b) The download will be created monthly by the CITY on the same day of each
month for the duration of the project to support both field operations and
Increased Revenue calculation.
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c) The day of the month selected for download will be determined solely
by the CITY.
d) The download content and naming of tables and fields will be consistent and
not vary unless first agreed to by the CITY and WCA.
e) The CITY will transmit via SFTP or the best secure method agreed to by the CITY
and WCA.
f) In the event that the provision of data is interrupted for any period of time, the
Term shall be extended by an equal period of time.
2) The CITY will establish a password protected "read only" live link to the CIS for the
viewing and extracting of "real time" information by WCA. At no time will WCA be
able to input a change or modification to an Account by way of this link.
B) Upon execution of this Contract by all parties, the CITY will establish the day of the
month for the bimonthly Contract meeting for Work Order status which is to be
attended by the key stakeholders (Contract Administrator, Billing, Customer Service,
Meter Operations).
C) The CITY shall review all Work Orders submitted by WCA under Section 2.01 (B) hereof
and within ten (10) working days of the date of submittal, the CITY shall advise WCA of
the disposition of the Work Order request (approved or denied).
D) The CITY shall timely implement the recommended corrective action identified in the
Work Order once approved and notify WCA of this action once complete and the date
of completion. Changes to account data such as billing code changes shall be
accomplished within thirty calendar days. Should this not occur within the time frame
specified, the CITY shall issue to WCA written notification of a fifteen -day extension.
Work Orders that involve changes to physical service shall be expedited with all
reasonable haste. Both parties recognize and agree that the purpose and intent of the
project cannot be realized until approved changes have been implemented and
accounts are fairly and accurately billed.
E) The Contract Administrator and/or Director shall assist WCA in its dealings with any CITY
department.
F) The CITY shall acknowledge that WCA has Documented the Find pursuant to Section 2.01
(C) (1), by promptly entering the appropriate information related to the Account within
the "CIS" System, or by whatever other method the CITY chooses.
G) Matters not specifically covered by this Contract will have procedures established by
mutual agreement of WCA and the Contract Administrator and/or Director.
H) In the event of any conflict between this Contract and the TIPS Cooperative Purchasing
Agreement 250601, the TIPS Cooperative Purchasing Agreement shall control.
1) At all times, the spirit of this Contract will be upheld by both the CITY and WCA.
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ARTICLE IV
Indemnification and Insurance
4.01 - Indemnification
Review of Unbilled or Misbilled Utility Services
WCA AGREES TO AND SHALL INDEMNIFY AND HOLD
HARMLESS AND DEFEND THE CITY, ITS OFFICERS,
AGENTS, AND EMPLOYEES (HEREINAFTER REFERRED
TO AS THE "CITY") FROM AND AGAINST ANY AND ALL
CLAIMS, LOSSES, DAMAGES, CAUSES OF ACTION,
SUITS AND LIABILITY OF EVERY KIND, INCLUDING
ALL EXPENSES OF LITIGATION, COURT COSTS, AND
ATTORNEY'S FEES, FOR INJURY TO OR DEATH OF ANY
PERSON, FOR DAMAGE TO ANY PROPERTY OR FOR
ANY BREACH OF CONTRACT TO THE EXTENT ARISING
OUT OF OR IN CONNECTION WITH AN ACT OF
NEGLIGENCE, INTENTIONAL TORT, INTELLECTUAL
PROPERTY INFRINGEMENT, OR FAILURE TO PAY A
SUBCONTRACTOR OR SUPPLIER COMMITTED BY WCA
OR WCA'S AGENT, OR ANOTHER ENTITY OVER WHICH
WCA EXERCISES CONTROL (COLLECTIVELY, WCA'S
PARTIES). IT IS THE EXPRESS INTENTION OF THE
PARTIES HERETO, BOTH WCA AND THE CITY, THAT
THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH
IS INDEMNITY BY WCA TO INDEMNIFY AND PROTECT
THE CITY FROM THE CONSEQUENCES OF WCA'S
PARTIES' OWN WILLFUL MISCONDUCT, JOINT OR
SOLE NEGLIGENCE AS WELL AS WCA'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
WCA'S PARTIES. IN THE EVENT THAT ANY ACTION OR
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PROCEEDING IS BROUGHT AGAINST THE CITY FROM
WHICH THE CITY IS INDEMNIFIED, WCA FURTHER
AGREES AND COVENANTS TO DEFEND THE ACTION OR
PROCEEDING BY LEGAL COUNSEL ACCEPTABLE TO
THE CITY. THE INDEMNITY PROVIDED HEREINABOVE
SHALL SURVIVE THE TERMINATION AND/OR
EXPIRATION OF THIS AGREEMENT.
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 Gmit or waive the City's sovereign immunity. WCA assumes full
responsibility for its services performed hereunder and hereby releases,
relinquishes and discharges the City, its officers, agents, and employees
from all claims, demands, and causes of action of every kind and character,
including the cost of defense thereof, for any injury to or death of any person
(whether they be either of the parties hereto, their employees, or other third
parties) and any loss of or damage to property (whether the property be that
of either of the parties hereto, their employees, or other third parties) that
is caused by or alleged to be caused by, arising out of, or in connection with
WCA's services to be performed hereunder. This release shall apply with
respect to WCA's services regardless of whether said claims, demands, and
causes of action are covered in whole or in part by insurance.
4.02 - Insurance
Throughout the term of this Contract, WCA shall carry and maintain the following insurance
coverage with a company or companies reasonably satisfactory to the Director, and policies of
insurance that meet the requirements of the State. The CITY shall be named as an additional
insured on all such policies for this Contract, and the policy shall provide that the Director will
be given at least ten (10) days' notice in case of cancellation. Such insurance coverage shall
have the minimum limits of liability in not less than the following amounts: A) Comprehensive
General Liability Insurance including Contractual Liability:
Bodily Injury & Property Damage
$ 1,000,000 per occurrence
$ 2,000,000 aggregate
B) Worker's Compensation with Employees Liability including Broad Form All States
Endorsement: $ 1,000,000
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ARTICLE V
Payment
5.01 - Limitation of Funds
Any and all fees due to WCA under this Contract shall be payable solely from the funds
collected pursuant to this Agreement. WCA acknowledges and agrees that the CITY's liability
for any and all payments hereunder shall be limited by this provision. No other funds are
available nor will they be appropriated for the purpose of this Contract.
5.02 - Payment for Services
A) If any Work performed by WCA to an Account results in Increased Revenues to the CITY,
WCA shall be entitled to a WCA Share for such Work equal to 50% of all Increased Revenues
(as defined in Article I of this Contract) for a term of forty-eight (48) months thereafter,
referred to in 6.01 TERM as Phase Two.The 48-month term may be suspended in the event
that the account problem persists which eliminates Increased Revenue and restarted
following remedy.
B) Documentation substantiating and calculating Increased Revenue shall be reviewed and
approved by the CITYwithin thirty calendar days of submission and thereafter processed for
payment within the time frame stipulated by Statute, Texas Government Code § 2251.021.
Interest on all amounts remaining unapproved and/or unpaid beyond the time frame
stipulated by Statute shall also accrue as determined Statue, in accordance with Texas
Government Code §2251.025.
C) If all of the data necessary to compute the WCA Share is not available in time to make such
payment when due, or if the condition described in 3.01 D) occurs, the CITY shall approve a
good faith estimate of such Increased Revenue and compute the WCA Share accordingly.
Adjustments to such WCA Share shall be made on succeeding monthly payments after
actual Increased Revenues are determined. The CITY reserves the right to offset any
overpayments made by the CITY againstfuture amounts due to WCA under the terms of this
agreement.
5.03 — Early Payment Option
In the event that the CITY should desire, for any reason, to make payment of any and all fees
due WCA sooner than defined in Article V, the CITY shall have the right to approve a
calculation of any and all remaining fees based on a Work Order by Work Order payment
average to date, multiplied by the remaining number of months, factored down by a "present
value discount" using the prime interest rate in effect at the time of the early payment.
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ARTICLE VI
Term and Termination
6.01 - Term
The Contract term is initiated by the CITY upon the issuance of the Notice to Proceed. The
term of the Contract is divided in two phases. Phase one is the operations period when WCA
is performing the Work and shall continue for a primary term equal to thirty-six (36) months.
At the end of the primary term of phase one, the phase one term may be renewed for
successive periods of twelve (12) months, upon written agreement of both parties.
Phase two is the period of time, on a Work Order by Work Order basis, during which the WCA
Share is determined (reference 5.02 A).
Therefore, the Contract Term is the total time from the date of the Notice to Proceed,
through phase one, including any renewal periods, and including phase two which is the 48
month Work Order by Work Order revenue sharing period for each Find approved by the CITY.
The forty-eight (48) month Revenue Sharing Period shall begin on the first full billing period
following problem remedy that results in increased revenue for the City
6.02 - Termination
Either party may terminate phase one (the operations period) of this Contract by giving a
thirty day written notice to the other party of the intent to terminate. The CITY agrees that
for three (3) years after termination of this Agreement, however brought about, the CITY
shall, during normal business hours and in no way disruptive of business activities or staff,
provide WCA with access to and the determination of fees and payments owed to WCA
hereunder.
6.03 - Earned Fees
The duties and obligations of the CITY to pay WCA under the terms of Article V shall continue
in full force and effect as outlined therein and shall survive the completion of phase one (the
operations period) of this Contract.
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ARTICLE VII
Miscellaneous Provisions
7.01 - Independent Contractor
The relationship between WCA and the CITY shall be that of an independent contractor.
7.02 - Business Structure and Assignments
Other than by operation of law, WCA shall not delegate or assign any portion of this Contract
without the written consent of the City, which shall not be unreasonably withheld. WCA
however may assign any portion of its WCA Share under this Contract, with prior written
consent of the City. Before an assignment of this sort can become effective, WCA shall furnish
reasonable proof of the assignment by providing a notice to the Director containing the
following information: a) the name, address and telephone number of WCA with clear
reference to this Contract; b) the name, address and telephone number of assignee; and c)
the identity of the fees to be assigned. If reasonable proof as described above is not provided
to the Director, the CITY may continue to pay the assignor.
7.03 - Subcontractors WCA may subcontract any part of its performance under this Contract
with the approval of the Director, Contract Administrator, or other authorized representative
of the City. Any subcontractor shall be treated under the Contract as if they were employees
of WCA, except in regard to fees. A copy of all proposed contracts with subcontractors shall be
given to the City before execution of such contracts.
7.04 - Parties in Interest
This Contract shall not bestow any rights upon any third party, but rather, shall bind and
benefit the CITY and WCA only.
7.05 - Non -waiver
Failure of either party hereto to insist on the strict performance of any of the agreements
herein or to exercise any rights or remedies accruing hereunder upon default or failure of
performance shall not be considered a waiver of the right to insist on or to enforce by any
appropriate remedy strict compliance with any other obligation hereunder or to exercise any
right or remedy occurring as a result of any future default or failure of performance.
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7.06 - Applicable Laws
This Contract is subject to all laws of the State of domicile of the CITY, the CITY Charter and
Ordinances of the CITY, the laws of the federal government of the United States of America
and all rules and regulations of any regulatory body having jurisdiction.
7.07 - Notices
All notices required or permitted hereunder shall be in writing and shall be deemed delivered
when actually received or, if earlier, on the third day following deposit in a United States
Postal Services post office or receptacle with proper postage affixed (certified mail, return
receipt requested) addressed to the other party at the address prescribed in the preamble
hereof or at such other address as the receiving party may have therefore prescribed by
notice to the sending party.
7.08 - Equal Employment Opportunity
WCA will comply with all laws, ordinances and policies set by the CITY in reference to Equal
Employment Opportunities.
7.09 - Force Majeure
In the event either party is rendered unable, wholly or in part, by Force Majeure to perform
under this Contract, it is agreed that, upon such party's giving notice specifying such Force
Majeure in writing or by telefax to the other party as soon as possible after the occurrence of
the Force Majeure, the obligations of the party giving such notice, to the extent it is affected
by Force Majeure and to the extent that due diligence is being used to cure the Force Majeure
and resume performance at the earliest practicable time, shall be suspended during the
continuance of the Force Majeure, but for no longer extended by the period of time during
which either party was unable to perform its obligations hereunder as a result of the
occurrence of a Force Majeure.
7.10 - Approvals; Authority
An approval by the Director, or by any other instrumentality of the CITY, of any part of WCA's
performance shall not be construed to waive compliance with this Contract or to establish a
standard of performance other than required by this Contract or by law. No party is
authorized to vary the terms of this Contract.
7.11 - Remedies Cumulative
The rights and remedies contained in this Contract shall not be exclusive but shall be
cumulative of all other rights and remedies, now or hereafter existing, whether by statute, at
law, or in equity; provided however, that none of the parties shall terminate this Contract
except in accordance with the provision hereof.
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7.12 - Representations
A) WCA represents that it and its employees, agents and subcontractors are fully competent
and qualified to perform all the service required to be performed under this Contract. WCA
represents that it has experience in performing all of the services to be performed
hereunder and these services shall be of the highest professional quality.
B) The CITY and WCA both represent that they are duly authorized and empowered to enter
into this Agreement and to carry out its obligations hereunder. By proper action of its
members, the CITY has duly authorized the execution, delivery and performance by this
Agreement.
7.13 - Captions
The captions at the beginning of the Articles of this Contract are guides and labels to assist in
location and reading such Articles and, thereto, will be given no effect in construing this
Agreement and shall not be restrictive of or be used to interpret the subject matter of any
article, section or part of this Contract.
7.14 - Personnel of WCA
WCA shall replace any personnel assigned to provide services under this Contract which are
deemed unsuitable by the Director or Contract Administrator.
7.15 - Entire Agreement
This Contract contains all the agreements of the parties relating to the subject matter hereof
and is the full and final expression of the agreement between the parties.
7.16 - Amendment
This Contract may be modified or amended by written agreement signed by all parties hereto.
7.17 - Exclusive Contract
WCA shall have the sole and exclusive franchise, license and privilege to provide the services
described in this Contract within the bounds of the Contract service area.
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Witnesseth:
Proposal For Services
Review of Unbilled or Misbilled Utility Services
Re: 791 Purchasing Cooperative Contract
#791202409008 — Utility Billing and Metering Consulting
WCA
ISI WATER COMPANY
By:
Steven Hooper
Title: General Manager
Date: Z — 17 -- 2-OL 6,
CITY
CITY OF BAYTOWN
By:
Jason Reynolds
Title: City Manager
Date:
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