Ordinance No. 16,416 (Item 8.q.)ORDINANCE NO. 16,416
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS,
AUTHORIZING A PROFESSIONAL SERVICES AGREEMENT WITH TERRACON
CONSULTANTS, INC., FOR MATERIAL TESTING SERVICES FOR THE
BAYTOWN AREA WATER AUTHORITY EAST SURFACE WATER TREATMENT
PLANT PHASE 2 EXPANSION PROJECT IN AN AMOUNT NOT TO EXCEED
THREE -HUNDRED NINETEEN -THOUSAND, SIX -HUNDRED FORTY-FIVE
DOLLARS ($319,645.00); 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 Terracon
Consultants, Inc., for material testing services for the Baytown Area Water Authority East Surface Water
Treatment Plant Phase 2 Expansion 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 Terracon
Consultants, Inc., in an amount not to exceed THREE -HUNDRED NINETEEN -THOUSAND, SIX -
HUNDRED. FORTY-FIVE DOLLARS ($319,645.00) 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
Baytown this the 261 day of February, 2026.
EST: •"•fyN
ANGELN,JAVKS,,N, City Clerk
APPROVED AS - OR/M:
?/W,!!�n 1� A!!
KRISTIN HOLME , Assistant City Attorney
RAOrdinances and Resolutions\Ordinance Drafts\2026-2-26\Ord-Terracon-SL.docx
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EXHIBIT A
AGREEMENT FOR CONSULTING SERVICES
STATE OF TEXAS §
COUNTY OF HARRIS §
This Agreement (this "Agreement") is entered into by and between Terracon Consultants, Inc.
(hereinafter "Consultant") and the Baytown Area Water Authority, a governmental agency and a
body politic and corporation of the State of Texas, created pursuant to Chapter 600, Acts of the
63rd Legislature, regular Session, 1973 (hereinafter "BAWA").
1. Scope of Services/Consultant Fees
a. This Agreement authorizes Consultant to perform Construction Materials Testing
services for the BAWA East Surface Water Treatment Plant Phase 2 Expansion
Project (the "Work") for and on behalf of BAWA as specified in the Scope of Work
attached as Exhibit "A."
b. This Agreement shall commence on the date of execution by the General Manager
and (if not terminated in accordance with paragraph 10) shall terminate:
® upon completion of the Work in accordance with this Agreement, including
Exhibits;
number of months/days ('spelled out) (number of months/days [numerical])
months/days following execution by the General Manager;
O the earlier of (a) completion of the Work in accordance with this Agreement,
including Exhibits; (b) number of months/days (spelled out) (number of
months/days [numerical]) months/days following execution by the General
Manager.
C. The scope of the Work is detailed in Exhibit "A."
d. Compensation and professional fees are detailed in Exhibit `B."
e. The time schedules for the Work are specified in Exhibit "C."
f. Each of these Exhibits "A" through "C" is incorporated into this Agreement by
reference for all purposes.
2. Compensation and Professional Fees
a. BAWA shall pay Consultant in installments based upon monthly progress reports
and detailed invoices submitted by the Consultant based upon the following:
1. Construction Materials Testing/Observation Services.....................$319,645.00
2. N/A..............................................................................................................$0.00
Agreement for Professional Services, Page 1 Rev. 9/26/2024
3. N/A..............................................................................................................$0.00
4. N/A..............................................................................................................$0.00
5. N/A..............................................................................................................$0.00
6. Total................................................................................................$319,645.00
b. Consultant shall not exceed the fixed contractual amount without written
authorization in the form of a contract amendment.
C. Reimbursable Expenses are itemized by work category. Reimbursable Expenses
shall be invoiced AT COST, without subsequent markup by Consultant. All
invoices containing a request for Reimbursable Expenses shall include copies of
the original expense receipts itemized per allowable category.
(1) Allowable reimbursable Expenses include:
(a) Hard copy reproductions, copies, and/or binding costs;
(b) Postage;
(c) Mileage, for travel from Consultant's office to meetings at the City
or jobsite only if Consultant does not have a local office within a
fifty (50) mile radius of Baytown. Mileage shall be charged at the
current IRS rates,
(d) Travel Expenses, mileage from local office to state or federal
regulatory agency office beyond 100 miles; and
(e) Lodging expenses for destinations beyond 100 miles from
Consultant's local office AND when business hours exceed eight
hours within one business day OR when Consultant's services
require more than one eight -hour day at the destination; provided
such expenses have been approved in writing by BAWA.
d. Disallowed Expenses
If Consultant has an office in Harris or Chambers Counties, Texas,
Disallowed Expenses shall include travel expenses for professionals
traveling into Harris or Chambers Counties from Consultant's offices
outside of Harris or Chambers Counties.
e. Consultant shall invoice based upon total services actually completed during the
applicable month. Invoices and all required or requested backup information shall
be tendered no more often than once a month. Consultant shall not invoice BAWA
for services or expenses that were incurred more than sixty (60) days before the
date of the invoice. Failure to timely invoice BAWA for services or expenses shall
result in Consultant's invoice being denied.
f. In the event of a disputed or contested invoice, BAWA may withhold from payment
that portion so disputed or contested, and the undisputed portion will be paid.
AKreement for Professional Services, Page 2 Revise 1/26/2026
3. Personnel of Consultant
a. Consultant's Project Manager
Consultant shall designate Kyle Eberlan, NICET II, to serve as Project Manager for
the Work performed under this Agreement. Any change of Project Manager shall
require thirty (30) days advance written approval from BAWA's Representative.
b. Licensed and Registered Engineers
Consultant shall keep full-time registered engineers licensed in the State of Texas
on staff and assigned to the Work for the duration of its performance of the Work.
Data on Consultant's Employees
Prior to commencement of the Work, Consultant shall forward to BAWA a detailed
resume of the personnel that will be assigned to the Work.
d. Rejection of Consultant's Employees
BAWA reserves the right to approve or reject from the Work any employees of
Consultant.
4. Designation and Duties of BAWA's Representative
a. The City of Baytown's Director of Public Works and Engineering or his/her
designee shall act as BAWA's Representative.
b. BAWA's Representative shall use his or her best efforts to provide nonconfidential
BAWA records for Consultant's use. However, BAWA does not guarantee the
accuracy or correctness of the documents so provided. Notwithstanding the
foregoing, Consultant shall be entitled to use and rely upon information provided
by BAWA in performing the services required under this Agreement only to the
extent and level specified by BAWA in writing for each document provided.
Nothing contained herein shall be construed to require BAWA to provide such
records in any certain format. The format in which the existing data and
documentation will be provided shall be at the sole discretion of BAWA.
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 and locality. Opinion of probable cost shall be based
upon the Consultant's experience and represent its best judgment as an experienced
and qualified professional. Each submittal of opinion of probable cost shall be
commensurate with the project design.
Consultant shall be responsible for the technical accuracy of its services and
documents resulting therefrom, and BAWA shall not be responsible for discovering
Agreement for Professional Services, Page 3 Revise 1/26/2026
deficiencies therein. Consultant shall correct such deficiencies without additional
compensation.
b. Codes and Standards
i. All references to codes, standards, environmental regulations and/or
material specifications shall be to the latest revision, including all effective
supplements or addenda thereto, as of the date that the requestor for Work
is made by BAWA.
ii. The Work shall be designed and furnished in accordance with the most
current codes and/or standards adopted by city, state, or federal goverment
or in general custom and usage by the profession and shall comply with
Texas Department of Licensing and Regulation's rules and regulations.
The codes and standards used in the profession set forth minimum
requirements. These may be exceeded by the Consultant if superior methods
are available for successful operation of equipment and/or for the
construction project on which the Work is performed. Any alternative
codes or regulations used shall have requirements that are equivalent or
better than those in the above -listed codes and regulations. Consultant shall
state the alternative codes and regulations used.
iv. Consultant agrees the services it provides as an experienced and qualified
engineer will reflect the professional standards, procedures and
performances common in the industry for this project. Consultant further
agrees that any analysis, reports, preparation of drawings, the designation
or selection of materials and equipment, the selection and supervision of
personnel and the performance of other services under this Agreement will
be pursuant to the standard of performance common in the profession.
V. Consultant shall promptly correct any defective analysis caused by
Consultant at no cost to BAWA. BAWA's approval, acceptance, use of or
payment for all or any part of Consultant's services hereunder or of the Work
itself shall in no way alter Consultant's obligations or BAWA's rights under
this Agreement. As applicable, Consultant shall provide BAWA with
record "as -built" drawings relating to the Work in an electronic format that
is acceptable to BAWA. BAWA shall be in receipt of record drawings, if
applicable, prior to final payment.
6. Schedule
Consultant shall not proceed with the Work or any stage thereof until written notice to proceed is
provided by BAWA's Representative.
Agreement for Professional Services, Page 4 Revise 1/26/2026
7. Insurance
Consultant shall procure and maintain at its sole cost and expense for the duration of the
Agreement, insurance against claims for injuries to persons or damages to property which may
arise from or in connection with the performance of the Work hereunder by Consultant, its agents,
representatives, volunteers, employees or subconsultants.
a. Consultant's insurance coverage shall be primary insurance with respect to BAWA,
its officials, employees and agents. Any insurance or self-insurance maintained by
BAWA, its officials, employees or agents shall be considered in excess of
Consultant's insurance and shall not contribute to it. Further, Consultant shall
include all subconsultants, agents and assigns as additional insureds under its policy
or shall furnish separate certificates and endorsements for each such person or
entity. All coverages for subconsultants and assigns shall be subject to all of the
requirements stated herein.
The following is a list of standard insurance policies along with their respective
minimum coverage amounts required in this Agreement:
Commercial General Liability
■ General Aggregate: $2,000,000
■ Products & Completed Operations Aggregate: $2,000,000
■ Personal & Advertising Injury: $1,000,000
■ Per Occurrence: $1,000,000
■ Fire Damage $500,000
■ Waiver of Subrogation required
■ Coverage shall be broad form
■ No coverage shall be deleted from standard policy without
notification of individual exclusions being attached for review and
acceptance.
ii. Business Automobile Policy
■ Combined Single Limits: $1,000,000
■ Coverage for "Any Auto"
■ Waiver of Subrogation required
iii. Errors and Omissions
■ Limit: $1,000,000 for this project
■ Claims -made form is acceptable
■ Coverage will be in force for one (1) year after completion of the
Project
■ Waiver of Subrogation required
iv. Workers' Compensation
■ Statutory Limits
■ Employer's Liability $500,000
■ Waiver of Subrogation required
areement for Professional Services, Page 5 Revise 1/26/2026
b. The following shall be applicable to all policies of insurance required herein:
i. Insurance carrier for all liability policies must have an A.M. Best Raring of
A:ViII or better.
ii. Only insurance carriers licensed and admitted to do business in the State of
Texas will be accepted.
Liability policies must be on occurrence form. Errors and Omissions can
be on claims -made form.
iv. Each insurance policy shall be endorsed to state that coverage shall not be
suspended, voided, canceled or reduced in coverage or in limits except after
thirty (30) days prior written notice by mail, return receipt requested, has
been given to BAWA.
V. BAWA, its officers, agents and employees are to be added as Additional
Insureds to all liability policies, with the exception of the Workers'
Compensation and Errors and Omissions Policies required herein.
vi. Upon request and without cost to BAWA, certified copies of all insurance
policies and/or certificates of insurance shall be furnished to BAWA.
vii. Upon request and without cost to BAWA, loss runs (claims listing) of any
and/or all insurance coverages shall be furnished to BAWA.
viii. All insurance required herein shall be secured and maintained in a company
or companies satisfactory to BAWA, and shall be carried in the name of
Consultant. Consultant shall provide copies of insurance policies and
endorsements required hereunder to BAWA on or before the effective date
of this Agreement.
8. Indemnification and Release
CONSULTANT AGREES TO AND SHALL INDEMNIFY AND HOLD
HARMLESS AND DEFEND THE BAYTOWN AREA WATER
AUTHORITY, ITS OFFICERS, AGENTS, AND EMPLOYEES
(HEREINAFTER REFERRED TO AS THE "BAWA") FROM AND
AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, CAUSES
OF 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
IN
CONNECTION
WITH AN ACT
ARISING OUT OF OR
OF NEGLIGENCE,
Agreement for Professional Services, Page 6 Revise 1/26/2026
INTENTIONAL TORT, INTELLECTUAL PROPERTY 1
INFRINGEMENT, OR FAILURE TO PAY A SUBCONTRACTOR OR
SUPPLIER COMMITTED BY THE CONSULTANT OR THE
CONSULTANT'S AGENT, CONSULTANT UNDER CONTRACT, OR
ANOTHER ENTITY OVER WHICH THE CONSULTANT
EXERCISES CONTROL (COLLECTIVELY, CONSULTANT'S
PARTIES). IT IS THE EXPRESS INTENTION OF THE PARTIES
HERETO, BOTH CONSULTANT AND BAWA, THAT THE
INDEMNITY PROVIDED FOR IN THIS PARAGRAPH IS
INDEMNITY BY CONSULTANT TO INDEMNIFY AND PROTECT
BAWA FROM THE CONSEQUENCES OF CONSULTANT'S
PARTIES' OWN WILLFUL MISCONDUCT, JOINT OR SOLE
NEGLIGENCE, AS WELL AS THE CONSULTANT'S PARTIES'
INTENTIONAL TORTS, INTELLECTUAL PROPERTY
INFRINGEMENTS, AND FAILURES TO MAKE PAYMENTS
ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT. SUCH INDEMNITY SHALL NOT APPLY,
HOWEVER, TO LIABILITY ARISING FROM THE PERSONAL
INJURY, DEATH, OR PROPERTY DAMAGE OF PERSONS THAT
IS CAUSED BY OR RESULTS FROM THE NEGLIGENCE OF ANY
PERSON OTHER THAN THE CONSULTANT'S PARTIES. IN THE
EVENT THAT ANY ACTION OR PROCEEDING IS BROUGHT
AGAINST BAWA FROM WHICH BAWA IS INDEMNIFIED,
CONSULTANT FURTHER AGREES AND COVENANTS TO
DEFEND THE ACTION OR PROCEEDING BY LEGAL COUNSEL
ACCEPTABLE TO BAWA. THE INDEMNITY PROVIDED
HEREINABOVE SHALL SURVIVE THE TERMINATION AND/OR
i EXPIRATION OF THIS AGREEMENT.
By this Agreement, BAWA does not consent to litigation or suit, and BAWA hereby
expressly revokes any consent to litigation that it may have granted by the terms of
this Agreement or any other contract or agreement, any charter, or applicable state
law. Nothing herein shall be construed so as to limit or waive BAWA's immunity.
Consultant assumes full responsibility for its services performed hereunder and
hereby releases, relinquishes and discharges BAWA, 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 Consultant's services to be performed
hereunder. This release shall apply with respect to Consultant's services regardless
Agreement for Professional Services, Page 7 Revise 1 /26/2026
of whether said claims, demands, and causes of action are covered in whole or in part
by insurance.
9. Subcontractors and Subconsultants
Consultant shall receive written approval of BAWA's Representative prior to the use of any
subcontractors or subconsultants. A copy of all proposed contracts with subconsultants and/or
subcontractors shall be given to BAWA before execution of such contracts.
10. Termination of Consultant
BAWA, besides all other rights or remedies it may have, shall have the right to terminate this
Agreement without cause upon written notice from the General Manager to Consultant of BAWA's
election to do so. Furthermore, BAWA may immediately and without notice terminate this
Agreement if Consultant breaches this Agreement. A breach of this Agreement shall include, but
not be limited to, the following:
(a) failing to pay insurance premiums, liens, claims or other charges;
(b) failing to pay any payments due the city, state, or federal government from
Consultant or its principals, including, but not limited to, any taxes, fees,
assessments, liens, or any payments identified in this Agreement;
(c) the institution of voluntary or involuntary bankruptcy proceeding against
Consultant;
(d) the dissolution of Consultant;
(e) refusing or failing to prosecute the Work or any separable part with the diligence
that will ensure its completion within the time specified in this Agreement;
(f) failing to complete Work within the time period specified in this Agreement; and/or
(g) the violation of any provision of this Agreement.
Upon delivery of any notice of termination required herein, Consultant shall discontinue all
services in connection with the performance of the Agreement. Within ten (10) days after receipt
of the notice of termination, Consultant shall submit a final statement showing in detail the services
satisfactorily performed and accepted and all other appropriate documentation required herein for
payment of services. At the same time that the final statement is tendered to BAWA, Consultant
shall also tender to BAWA's Representative all of Consultant's instruments of service, including
all drawings, special provisions, field survey notes, reports, estimates, and any and all other
documents or work product generated by Consultant under this Agreement, whether complete or
not, in an acceptable form and format together with all unused materials supplied by BAWA. No
final payment will be made until all such instruments of service and materials supplied are so
tendered.
If this Agreement is terminated for cause, Consultant shall be liable for any damage to BAWA
resulting therefrom. This liability includes any increased costs incurred by BAWA in completing
Consultant's services. The rights and remedies of BAWA in this section are in addition to any
other rights and remedies provided by law or under this Agreement.
Agreement for Professional Services, Page 8 Revise 1/26/2026
11. Records
Within ten (10) days of BAWA's request and at no cost to BAWA, BAWA will be entitled to
review and receive a copy of all documents that indicate work on the Project that is subject to this
Agreement. Except for proprietary data, which we are enjoined from sharing.
12. Supervision of Consultant
Consultant is an independent contractor, and BAWA neither reserves nor possesses any right to
control the details of the Work performed by Consultant under the terms of this Agreement.
13. Billing
BAWA shall have thirty (30) days to pay Consultant's invoices from the date of receipt of such
invoices and necessary backup information. All invoices must identify with specificity the work
or services performed and the date(s) of such work or services. In the event of a disputed or
contested invoice, the parties understand and agree that BAWA may withhold the portion so
contested, but the undisputed portion will be paid. Consultant shall invoice BAWA for work
performed no more than once a month and may not invoice BAWA for work not performed.
Invoices shall be received by BAWA no later than sixty (60) calendar days from the date Consultant
and/or its subconsultants perform the services or incur the expense. Failure by Consultant to comply
with this requirement shall result in Consultant's invoice being denied and BAWA being relieved
from any liability for payment of the late invoice.
BAWA 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 BAWA
or Consultant, shall pay the reasonable attorney fees of the prevailing party.
14. Indebtedness
If Consultant, at any time during the term of this Agreement, incurs a debt, as the word is defined
in section 2-662 of the Code of Ordinances of the City of Baytown, it shall immediately notify the
City's Director of Finance in writing. If the City's Director of Finance becomes aware that
Consultant has incurred a debt, the City's Director of Finance shall immediately notify Consultant
in writing. If Consultant does not pay the debt within thirty (30) days of either such notification,
the City's Director of Finance may deduct funds in an amount equal to the debt from any payments
owed to Consultant under this Agreement, and Consultant waives any recourse therefor.
15. Verifications
If Consultant has ten (10) or more full-time employees and Consultant's total compensation under
this Agreement has a value of One Hundred Thousand Dollars ($100,000.00) or more, Consultant
makes the following verifications in accordance with Chapters 2271 and 2274 of the Texas
Government Code:
a. the Consultant does not boycott Israel and will not boycott Israel during the term
of the contract to be entered into with the Baytown Area Water Authority;
Agreement for Professional Services, Page 9 Revise 1/26/2026
b. the Consultant does not boycott energy companies and will not boycott energy
companies during the term of the contract to be entered into with the Baytown Area
Water Authority; and
C. the Consultant does not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or firearm trade association and will not
discriminate during the term of the contract against a firearm entity or firearm trade
association.
16. Governing Law
This Agreement has been made under and shall be governed by the laws of the State of Texas.
The parties further agree that performance and all matters related thereto shall be in Harris County,
Texas.
17. Notices
Unless otherwise provided in this Agreement, any notice provided for or permitted to be given
must be in writing and delivered in person or by depositing same in the United States mail, postpaid
and registered or certified, and addressed to the party to be notified, with return receipt requested,
or by delivering the same to an officer of such party. Notice deposited in the mail as described
above shall be conclusively deemed to be effective, unless otherwise stated in this Agreement,
from and after the expiration of three (3) days after it is so deposited.
For the purpose of notice, the addresses of the parties shall be as follows unless properly changed
as provided for herein below:
For BAWA:
For Consultant:
BAYTOWN AREA WATER AUTHORITY
Attn: General Manager
P. O. Box 424
Baytown, Texas 77522-0424
Terracon Consultants, Inc.
Attn: Kyle Eberlan
551 W. League City Parkway, Suite F
League City, Texas 77573
Each party shall have the right from time to time at any time to change its respective address and
each shall have the right to specify a new address, provided that at least fifteen (15) days written
notice is given of such new address to the other party.
Agreement for Professional Services, Page 10 Revise 1/26/2026
18. No Third -Party Beneficiary
This Agreement shall not bestow any rights upon any third party, but rather, shall bind and benefit
Consultant and BAWA only. No person or entity not a signatory to this Agreement shall be entitled
to rely on Consultant's performance of its services hereunder, and no right to assert a claim against
Consultant by assignment of indemnity rights or otherwise shall accrue to a third party as a result
of this Agreement or the performance of Consultant's services hereunder.
19. No Right to Arbitration
Notwithstanding anything to the contrary contained in this Agreement, BAWA and Consultant
hereby agree that no claim or dispute between BAWA and Consultant arising out of or relating to
this Agreement shall be decided by any arbitration proceeding, including, without limitation, any
proceeding under the Federal Arbitration Act (9 U.S.C. Sections 1-14), or any applicable State
arbitration statute, including, but not limited to, the Texas General Arbitration Act, provided that
in the event that BAWA is subjected to an arbitration proceeding notwithstanding this provision,
Consultant consents to be joined in the arbitration proceeding if Consultant's presence is required
or requested by BAWA of complete relief to be recorded in the arbitration proceeding.
20. Waiver
No waiver by either party to this Agreement of any term or condition of this Agreement shall be
deemed or construed to be a waiver of any other term or condition or subsequent waiver of the
same term or condition.
21. Complete Agreement
This Agreement represents the entire and integrated agreement between BAWA and Consultant in
regard to the subject matter hereof and supersedes all prior negotiations, representations or
agreements, whether written or oral, on the subject matter hereof. This Agreement may only be
amended by written instrument approved and executed by both of the parties. BAWA and
Consultant accept and agree to these terms.
22. No Assignment
Consultant may not sell or assign all or part interest in this Agreement to another party or parties
without the prior express written approval of the General Manager of such sale or assignment.
BAWA may require any records or financial statements necessary in its opinion to ensure such
sale or assignment will be in the best interest of BAWA.
23. Headings
The headings used in this Agreement are for general reference only and do not have special
significance.
24. Severability
All parties agree that should any provision of this Agreement be determined to be invalid or
unenforceable, such determination shall not affect any other term of this Agreement, which shall
continue in full force and effect.
Ageement for Professional Services, Page 11 Revise 1/26/2026
25. Ambiguities
In the event of any ambiguity in any of the terms of this Agreement, it shall not be construed for
or against any party hereto on the basis that such party did or did not author the same.
26. Authority
The officers executing this Agreement on behalf of the parties hereby represent that such officers
have full authority to execute this Agreement and to bind the party he/she represents.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiple
copies, each of which shall be deemed to be an original, but all of which shall constitute but one
and the same Agreement on the _ day of , 20_, the date of execution by the General
Manager of the Baytown Area Water Authority.
BAYTOWN AREA WATER AUTHORITY
(Signature)
(Printed Name)
(Title)
ATTEST:
ANGELA JACKSON, Assistant Secretary
APPROVED AS TO FORM:
(Signature)
(Printed Name)
(Title)
Agreement for Professional Services, Page 12 Revise 1/26/2026
CONSULTANT:
Terracon Consultants, Inc.
le4l
nature)
(Printed Name)
(Title)
STATE OF Ira As §
COUNTY OF Ne,% o 0§ /
Before me on this da personally appeared in
his/her capacity as �. •_�_�_ on behalf of such Terracon Consutants, Inc.,
NJ 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 9 day of �e'O V V.ar H , 20.94
KATHERINE 5 TAYLOR Notary Public in and for the State of
Notary ID 0126771494
My Commission Expires
I a April 1, 2029
RAScott\Contacts\Contract Templates\BAWA\Professional Services Template -Non -Grant - Section 2 Flexible (Fillablc) - BAWA.docx
Agreement for Professional Services, Page 13 Revise 1/26/2026
Proposal for Construction Materials Testing Services Wreffacon
East Surface WTP Phase 2 Expansion , Baytown. Texas
Terracon Proposal No. P91251217
EXHIBIT "A"
SCOPE OF WORK
PROJECT INFORMATION
The project involves the construction of a 6 mgd capacity expansion at the existing Baytown Area
Water Authority (BAWA) East Surface Water Treatment Plant (WTP). This expansion will double
the WTPs capacity, taking it to a total of 12 mgd.
The improvements to the WTP will include:
a. Upgrading and expanding the existing large pump stations.
b. Adding new treatment units including new pretreatment and filtration systems.
c. Expanding the sludge processing and solids dewatering systems with a new lagoon and
improved sludge pumping systems.
d. Chemical system expansion and a new chemical feed system.
e. Constructing an additional ground storage tank for storage and disinfection.
f. Improvements to the overall plant electrical systems.
g. Site improvements including grading and roadway improvements.
h. Construction of a new maintenance building.
i. Commissioning of the work.
Terracon was provided with the following construction documents for preparation of this proposal:
90% design drawings prepared by Carollo Engineers, dated October 2025.
90% project specifications prepared by Carollo Engineers, dated October 2025.
Project schedule (449 days) prepared by Carollo Engineers, dated December 1, 2025.
Aviles Engineering Corp. provided geotechnical services for this project (Geotechnical
Engineering Report No. G104-25, dated August 28, 2025).
SCOPE OF SERVICES
Terracon will provide the following services when scheduled by the Contractor or the City's
representative.
1. Earthwork
Sample select fill, base, utility backfill, subgrade, and chemically treated subgrade soils.
Prepare and test the samples for Atterberg limits and moisture -density relationship.
Sample cement stabilized sand for utility backfill, prepare test specimens, and test
samples for moisture -density relationship and compressive strength.
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Proposal for Construction Materials Testing Services tierracon
East Surface WTP Phase 2 Expansion Baytown, Texas
Terracon Proposal No. P91251217
It's Terracon's experience that "blended" select fill soils are commonly used in the greater
Houston area. Therefore, Terracon recommends that random samples of select fill be
obtained to verify that the soil meets the requirements for Atterberg Limits and if required,
percent fines. Samples typically require 2 to 3 working days for processing and testing in
accordance with ASTM Standards, however, preliminary test results can be obtained as
early as the following working day. It will be at the discretion of the contractor to suspend
any additional placement of fill before test results are known.
s Observe proofrolling operations of the pavement subgrade.
« Evaluate the pavement subgrade for chemical treatment.
Observe the chemical treatment process for the pavement subgrade.
Perform field gradation tests on the treated subgrade.
Perform field density tests of the utility backfill when proper trench safety is provided by
contractor, select fill, base, subgrade, and chemically treated pavement subgrade using
the nuclear method to determine the moisture content and percent compaction of the soil
materials.
2. Foundation — Drilled Underreamed Piers
Observe the installation of drilled straight shaft pier foundations. For each pier observed,
information regarding shaft depth, auger diameter and chained belling tool diameter will
be documented. The chained bel�'ng tool diameter will be measured when extended above
ground for each bell size.
Obtain pocket penetrometer readings on soil cuttings removed during excavation at or
near the bearing stratum 'n order to document the approximate shear strength of the soil.
Record dimensions and the number, size and length of vertical reinforcing bars used in
the piers prior to concrete placement.
Sample and test the fresh concrete for each mix. Perform tests including stump, air
content, concrete temperature, and cast test specimens. Terracon will make every attempt
to cure specimens. However, the contractor shall provide a secure area, along with a
source of water and electricity for Terracon to maintain the initial curing temperature of
concrete test specimens. Failure of the contractor to provide these items may result in an
exclusion of Terracon being able to provide the correct initial curing environment.
Occasionally, additional costs are associated with Terracon providing the correct initial
curing environment for concrete test specimens, especially during the seasons with
elevated ambient temperatures. This should be discussed during the pre -construction
meeting.
Perform compressive strength tests of concrete test cylinders cast in the field.
Within 48 hours of concrete placement, travel to the project site to collect and transport
hardened test cylinders to Terracon League City office laboratory for curing and testing.
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Proposal for Construction Materials Testing Services
East Surface WTP Phase 2 Expansion Baytown, Texas " ` raCOIT
Terracon Proposal No. P91251217
3. Cast -in -Place Concrete
Observe reinforcing steel prior to concrete placement. We will observe the rebar size,
spacing, and configuration. Terracon recommends we be scheduled a minimum of
24 hours prior to concrete placement.
Sample and test the fresh concrete for each mix. Perform tests including slump, air
content, concrete temperature, and cast test specimens. Terracon will make every attempt
to cure specimens. However, the contractor shall provide a secure area, along with a
source of water and electricity for Terracon to maintain the initial curing temperature of
concrete test specimens. Failure of the contractor to provide these items may result in an
exclusion of Terracon being able to provide the correct initial curing environment.
Occasionally, additional costs are associated with Terracon providing the correct initial
curing environment for concrete test specimens, especially during the seasons with
elevated ambient temperatures. This should be discussed during the pre -construction
meeting.
Within 48 hours of concrete placement, travel to the project site to collect and transport
hardened test cylinders to Terracon League City office laboratory for curing and testing.
Perform compressive strength tests of concrete test cylinders cast in the field.
4. Masonry
Sample the fresh mortar during construction and cast mortar cubes or cylinders for
compressive strength tests.
Sample the fresh grout during construction and cast grout prisms or cubes for compressive
strength tests.
5. Structural Steel Welded and Bolted Connections
Terracon recommends that the general contractor schedule a pre -erection meeting to discuss the
erection sequence review welding and bolting requirements and to review welder certification
records.
Provide a Certified Welding Inspector (CWI) to:
Visually check accessible field bolted/welded connections in accordance with applicable
AISC and AWS specifications. The approved shop drawings will be required for this
inspection.
Perform visual inspections of metal framing for placement including overlap, fastener
spacing, supports at openings and penetrations, and puddle welds pattern, size and
quality.
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Proposal for Construction Materials Testing Services � ierracon
East Surface WTP Phase 2 Expansion Baytown, Texas
11 Terracon Proposal No. P91251217
6. Project Management
Attend construction meetings, if requested.
Coordinate field and laboratory testing.
• Communicate with Terracon field technicians, contractor, and owner's site representative.
• Review field and laboratory test reports prior to submittal.
Monitor the project budget and invoice.
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Proposal for Construction Materials Testing Services
East East Surface WTP Phase 2 Expansion Baytown, Texas
Terracon Proposal No. P91251217
EXHIBIT "Brr
LEVEL OF EFFORT
COMPENSATION
Based upon our understanding of the site, the project as summarized in Section 1.0, and our
planned Scope of Services outlined in Section 2.0, our estimated fee is shown in the following
table:
Fee
Estimate
Materi.Fe services
East surface wTP Phase 2 lspanslon
Terraaon P
No. 111,912S1217
RATE r .
DESCRIPTION
Earthwork
;
126,425.00
Soils Technician
$ 75.00
1000
hours
S
75,000.00
Soils Technician, Overtime
S 112.50
ISO
hours
$
16,875.00
Laboratory Compaction Characteristics (Standard)
$ 190.00
15
tests
$
2,850.00
Using pH to Estimate Soil- Lime Proportion
$ 4SD.00
5
tests
$
2,250.00
Atterberg Limits (3pt.)
$ 85.00
60
tests
$
5,100.00
Unconfined Compressive Strength (Sol Cement)
$ 150.00
6
tests
$
900.00
Wash s200 Sieve (Aggregate)
S 85.00
20
tests
$
1,700.00
Laboratory Compaction Characteristics (Moddied)
S 250.00
2
tests
$
500.00
Nuclear Gauge (Equipment)
S 85,00
125
days
$
10,625.01),
Trip Charge
$ 85.00
125
trips
$
10,625.00
Foundation - Drilled Underreamed Piers
:
18,426.00
Foundation Inspector
S 75.00
160
hours
$
12,000.00
Foundation Inspector, Overtime
S 112.50
24
hours
$
2,700.00
Compressive Strength of 6" x 12' Cylinder
$ 27.00
7S
tests
$
2,025.00
Trip Charge
$ 85,00
20
trips
$
1,700.00
Cast In Place Concrete
;
75,000.00
Concrete Technician
$ 75.00
600
hours
$
45,000.00
Concrete Technician, Overtime
$ 112.50
90
hours
$
10,125.00
Compressive Strength of 6" x 12' Cylinder
S 27.00
500
tests
$
13,500.00
Trip Charge
$ 85.00
75
trips
$
6,375.00
Masonry
$
23,300.00
Masonry Technician
S 75.00
160
hours
$
12,000.00
Compressive Strength (2 -in cubes)
S 30.00
120
tests
$
3,600.00
Compressive Strength (Masonry Prism)
s 50.00
120
tests
$
6,000.00
Trip Charge
$ 85.00
20
trips
$
1,700.00
Structural Stsel Welded and Sated Connections
i
3S,875.00
Welding Inspector
S 150.00
200
hours
$
30,000.00
Ultrasonic Gauge
$ 150.00
25
days
$
3,750.00
Try Charge
$ 85.00
25
trips
$
2,125.0O
Project Management / Admitlrtration / safety
!
40,620.00
Project Management
$ 140,00
170
hours
$
23,800.00
Project Level Engineer
$ 175.00
10
hours
$
1,750.00
Dispatch
$ 90.00
85
hours
$
7,650.00
Quality Review
S 200.00
20
hours
$
4,000.00
Project Coordinator
$ 120.00
5
hours
$
600.00
Bing Coordinator
$ g0.00
20
hours
$
1,800.00
T Cha
$ 85.00
12
trips
$
1,020.00
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Proposal for Construction Materials Testing Services 0 ierracor�
East Surface WTP Phase 2 Expansion n Baytown, Texas
• Terracon Proposal No. P91251217
■ An overtime premium of 1.5 times the hourly rate will apply for services provided Monday
through Friday that are in excess of 8 hours per day, night shift (after 8:00 pm and before
6:00 am), as well as for services provided on Saturday. An overtime premium of 2 times
the hourly rate will apply for services provided on Sunday and Terracon recognized
Holidays.
• A 4-hour minimum charge will be applied to all trips made to provide testing, observation,
and consulting services. The minimum charge is not applicable for trips for sample or
cylinder pick-ups.
• All labor, equipment and transportation charges are billed on a portal-to-portal basis from
our office.
■ You will be invoiced monthly for services performed. Terracon invoices are due within 30
days following final receipt of the invoice.
• This is a budget estimate and not a not -to -exceed price. Many factors beyond our control
such as weather and the contractors schedule will dictate the final fee for our services.
■ Quantities for re -tests, cancelations and stand -by -time are not included in our fee.
• For same day requests, personnel may have to be utilized which have a higher rate than
those normally assigned, and this higher cost may be passed on to the client.
EXHIBIT "C"
SCHEDULING SERVICES
Field testing services will be provided on an "call -out" basis when scheduled by the contractor or
client's representative. A minimum of 24 hours' notice is required to properly schedule our
services, although we will attempt to meet request in a shorter time frame. To schedule our
services please contact our dispatcher at (281) 557-2900. The dispatch office hours are from 7:00
a.m. to 5:00 p.m. Messages left after business hours will be checked the following business day.
Terracon will only provide testing when called by the contractor or your representative. The extent
of our observations and documentation will be limited to the items observed during the site visits.
It is the responsibility of the client's or contractor's representative to schedule retests in a similar
manner to scheduling our original services. Terracon shall not be held responsible for tests not
performed because of a failure to schedule our services or any subsequent damage caused due
to a lack of testing.
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Proposal for Construction Materials Testing Services ilerracon
East Surface WTP Phase 2 Expansion Baytown, Texas
Terracon Proposal No. P91251217
REPORTING
Results of field tests will be reported verbally to available personnel at the site. Written reports of
field tests and observations will be distributed within five business days. Test reports will be
distributed via e-mail. Please provide Terracon with a distribution list prior to the beginning
of the project. The list will need to include the company name, address, contact person name,
phone number, and e-mail address for each person.
ADDITIONAL SERVICE
If work beyond the scope of services listed above is requested, Terracon will issue a supplement
to the Agreement, or supplemental proposal, that outlines the additional work to be performed
and associated fees. To authorize us to begin work, you simply return a signed copy of the
supplemental Agreement.
SITE ACCESS AND SAFETY
Client shall secure all necessary site related approvals, permits, licenses, and consents
necessary to commence and complete the services and will execute any necessary site access
agreement. Terracon will be responsible for supervision and site safety measures for its own
employees, but shall not be responsible for the supervision or health and safety precautions for
any third parties, including Client's contractors, subcontractors, or other parties present at the
site.
TESTING AND QPiSERVATION
Client understands that testing and observation are discrete sampling procedures, and that such
procedures indicate conditions only at the depths, locations, and times the procedures were
performed. Terracon will provide test results and opinions based on tests and field observations
only for the work tested. Client understands that testing and observation are not continuous or
exhaustive and are conducted to reduce — not eliminate - project risk. Client agrees to the level
or amount of testing performed and the associated risk. Client is responsible (even if delegated
to contractor) for notifying and scheduling Terracon so Terracon can perform these services.
Terracon shall not be responsible for the quality and completeness of Client's contractor's work
or their adherence to the project documents, and Terracon's performance of testing and
observation services shall not relieve contractor in any way from its responsibility for defects
discovered in its work or create a warranty or guarantee. Terracon will not supervise or direct the
work performed by contractor or its subcontractors and is not responsible for their means and
methods.
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