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HomeMy WebLinkAboutOrdinance No.16510 (Item 8.k.)ORDINANCE NO. 16,510 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS, AUTHORIZING A PROFESSIONAL SERVICES AGREEMENT WITH TEAGUE, NALL, AND PERKINS, INC. FOR PROJECT MANAGEMENT AND STAFF AUGMENTATION SERVICES FOR THE CENTRAL DISTRICT WASTEWATER TREATMENT PLANT PROJECTS IN AN AMOUNT NOT TO EXCEED SIX HUNDRED THOUSAND AND NO/100 DOLLARS ($600,000.00); 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 Teague, Nall, and Perkins, Inc. for project management and staff augmentation services for the Central District Wastewater Treatment Plant Projects. A copy of said agreement is attached hereto as Exhibit "A" and incorporated herein for all intents and purposes. Section 2: That the�C3ty Council of the City of Baytown authorizes payment to Teague, Nall, and Perkins, Inc, in a total amount not to exceed SIX HUNDRED THOUSAND AND NO/100 DOLLARS ($600,000.00) for professional services in accordance with the agreement authorized in Section 1 hereinabove. Section 3: 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 Council of the City of Baytown this the 25"' day of June, 2026. C Zt / CH LES JOHNS16N, Mayor A ES ��®��"�TC�Ih��,, ANGELA IRCKSON, City Cler APPROVED AS TO FORM: 2ST�IN HOLMES, Assistant City Attorney RAOrdinances and Resolutions\Ordinance Drafts\2026-06-251Ord-PSA with Teague Nall and Perkins for Central District WWTP.kh.docx EXHIBIT A AGREEMENT FOR CONSULTING SERVICES STATE OF TEXAS COUNTY OF HARRIS This Agreement (this "Agreement") is entered into by and between Teague, Nall and Perkins, Inc. (TNP) , (hereinafter "Consultant") and the City of Baytown, a home -rule municipality located in Harris and Chambers Counties, Texas (the "City"). 1. Scope of Services/Consultant Fees This Agreement authorizes Consultant to perform Project Management and Staff Augmentation services for the Central District Wastewater Treatment Plant Projects; Off -Site and On -Site Generator Improvements, Aeration and Blower Improvements, Clarifier Improvements, and Solids Handling Improvements (the "Work") for and on behalf of the City. a. This Agreement shall commence on the date of execution by the City Manager or his designee and shall terminate the earlier of: (a) completion of the Work in accordance with this Agreement, including Exhibits; (b) One hundred four (104) weeks following execution by the City Manager or his designee; or (c) Termination of this Agreement under Paragraph 11. b. The scope of the Work is detailed in Exhibit "A." Compensation and professional fees are detailed in Exhibit "B." d. The time schedules for the Work are specified in Exhibit "C." Each of these Exhibits "A" through "C" is incorporated into this Agreement by reference for all purposes. Compensation and Professional Fees a. The City shall pay Consultant in installments based upon monthly progress reports and detailed invoices submitted by the Consultant as detailed in Exhibit "B." b. For an agreed contract amount identified as "Lump Sum," "Not to Exceed" and "Reimbursable," Consultant shall not exceed the fixed contractual amount without written authorization in the form of a contract amendment. 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: Agreement for Consulting Services, Page 1 (a) Hard copy reproductions, copies, and/or binding costs; (b) Postage; (c) Mileage, for travel from Consultant's local office to meetings at the City or jobsite only if Consultant does not have a local office within a fifty (50) mile radius of Baytown. Mileage shall be charged at the current IRS rates; (d) Travel Expenses, mileage from local office to state or federal regulatory agency office beyond 100 miles; and (e) Lodging expenses for destinations beyond 100 miles from Consultant's local office AND when business hours exceed eight hours within one business day OR when Consultant's services require more than one eight -hour day at the destination; provided such expenses have been approved in writing by the City. (2) Disallowed Expenses include travel expenses for professional expertise traveling into the Greater Houston Area from Consultant's office outside the Greater Houston Area. d. Consultant shall invoice based upon total services actually completed during the applicable month. Invoices and all required or requested backup information shall be tendered no more often than once a month. Consultant shall not invoice the City for services or expenses that were incurred more than sixty (60) days before the date of the invoice. Failure to timely invoice the City for services or expenses shall result in Consultant's invoice being denied. e. In the event of a disputed or contested invoice, the City may withhold from payment that portion so disputed or contested, and the undisputed portion will be paid. 3. Personnel of Consultant a. Consultant's Project Manager Consultant shall designate Sarah Torres, P.E., to serve as Project Manager for the Work performed under this Agreement. Any change of Project Manager shall require thirty (30) days advance written approval from the City's Representative. b. Licensed and Registered Architects/Engineers Consultant shall keep full-time registered architects and/or engineers licensed in the State of Texas on staff and assigned to the Work for the duration of its performance of the Work. C. Data on Consultant's Employees Prior to commencement of the Work, Consultant shall forward to the City a detailed resume of the personnel that will be assigned to the Work. Such personnel shall include, but not be limited to, architects and/or engineers as applicable. Agreement for Professional Services, Page 2 Rev. 8.13.2025 d. Rejection of Consultant's Employees The City reserves the right to approve or reject from the Work any employees of Consultant. 4. Designation and Duties of the City's Representative a. The City's Director of Public Works and Engineering or his designee shall act as the City's Representative. b. The City's Representative shall use his best efforts to provide nonconfidential City records for Consultant's usage on the Work and to provide access to City's property and easements. However, the City does not guarantee the accuracy or correctness of the documents so provided. Notwithstanding the foregoing, Consultant shall be entitled to use and rely upon information provided by the City in performing the services required under this Agreement only to the extent and level specified by the City in writing for each document provided. Nothing contained herein shall be construed to require the City to provide such records in any certain format. The format in which the existing data and documentation will be provided shall be at the sole discretion of the City. 5. Standards of Performance a. Consultant shall perform all services under this Agreement with the care and skill ordinarily used by members of Consultant's profession practicing under the same or similar circumstances, time 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 the City shall not be responsible for discovering deficiencies therein. Consultant shall correct such deficiencies without additional compensation. b. Codes and Standards (i) All references to codes, standards, environmental regulations and/or material specifications shall be to the latest revision, including all effective supplements or addenda thereto, as of the date that the order for any necessary equipment is made by the City or that the construction specified is bid by the City. (ii) if any such equipment is specially manufactured, it shall be identified to the City, and the Contractor and the Seller shall present sufficient data to the City to support the design and the suitability of the equipment. Agreement for Professional Services, Page 3 Rev. 8.13.2025 (Ili) All materials specified on any City project shall be in accordance with City, ASTM, ACI, and AASHTO specifications, and with other recognized standards. Proprietary material or other materials for which no generally recognized standards exist may be used provided there has been at least five (5) years of proven experience in the field, and such satisfactory documentation has been approved by the City's Representative. (iv) The Work shall be designed and furnished in accordance with the most current codes and/or standards adopted by city, state, or federal government or in general custom and usage by the profession and shall comply with Texas Department of Licensing and Regulation's rules and regulations, including the Texas Accessibility Standards. (v) The codes and standards used in the profession set forth minimum requirements. These may be exceeded by the Contractor or Consultant if superior methods are available for successful operation of equipment and/or for the construction project on which the Work is performed. Any alternative codes or regulations used shall have requirements that are equivalent or better than those in the above -listed codes and regulations. Consultant shall state the alternative codes and regulations used. (vi) Consultant agrees the services it provides as an experienced and qualified architect/engineer will reflect the professional standards, procedures and performances common in the industry for this project. Consultant further agrees that any analysis, reports, preparation of drawings, the designation or selection of materials and equipment, the selection and supervision of personnel and the performance of other services under this contract will be pursuant to the standard of performance common in the profession. (vii) Consultant shall promptly correct any defective analysis caused by Consultant at no cost to City. The City's approval, acceptance, use of or payment for all or any part of Consultant's services hereunder or of the Work itself shall in no way alter Consultant's obligations or the City's rights under this Agreement. As applicable, Consultant shall provide the City with record "as -built" drawings relating to the Work in an electronic format that is acceptable to the City. City shall be in receipt of record drawings, if applicable, prior to final payment. (viii) Consultant has no control over the cost of labor, materials, equipment or services furnished by others, other than its subconsultants. Data projections and estimates are based upon Consultant's opinion based on experience and judgment. Consultant cannot and does not guarantee that actual costs and/or quantities realized will vary from the data projections and estimates prepared by Consultant. Ajreement for Professional Services, Page 4 Rev. 8.13.2025 (ix) Consultant shall submit all final construction documents in both hard copy and electronic format. Plans shall be AutoCAD compatible and all other documents shall be Microsoft Office compatible. The software versions used shall be compatible to current City standards. Other support documents, for example, structural calculations, drainage reports and geotechnical reports, shall be submitted in hard copy only. All Record Drawings electronic files shall be submitted to the City in PDF/TIF format. 6. Schedule Consultant shall not proceed with the Work or any stage thereof until written notice to proceed is provided by the City's Representative. Consultant's obligation to render services specified in Exhibit "B" will be for the entire period necessary for the final completion of the construction of the Work. If the Consultant contributes to any delay in the schedule, Consultant will have no right to seek and shall not be entitled to any additional compensation. 7. Instruments of Service Upon execution of this Agreement, Consultant grants to the City an ownership interest in the Instruments of Service. Consultant shall obtain similar interests from the City and Consultant's consultants consistent with this Agreement. Consultant shall be required to tender to City all Instruments of Service. With such ownership interest, it is expressly understood by the parties hereto that the City may use the Instruments of Service for any purposes which the City sees fit, including, but not limited to, subsequent construction, reconstruction, alteration, and/or repairs of the Project. As a condition to the City's use of the Instruments of Service, the City hereby expressly agrees to remove Consultant's name and all references to Consultant and its consultants from the Documents. Provided that this Agreement is not terminated for cause by the City, the City shall release any and all claims which the City could make arising out of or in connection with any reuse of the documents by the City. 8. Insurance Consultant shall procure and maintain at its sole cost and expense for the duration of the Agreement, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Work hereunder by Consultant, its agents, representatives, volunteers, employees or subconsultants. a. Consultant's insurance coverage shall be primary insurance with respect to the City, its officials, employees and agents. Any insurance or self-insurance maintained by the City, its officials, employees or agents shall be considered in excess of Consultant's insurance and shall not contribute to it. Further, Consultant shall include all subconsultants, agents and assigns as additional insureds under its policy or shall furnish separate certificates and endorsements for each such person or entity. All coverages for subconsultants and assigns shall be subject to all of the requirements stated herein. The following is a list of standard insurance policies along with their respective minimum coverage amounts required in this Agreement: Agreement for Professional Services, Page 5 Rev. 8.13.2025 1. Commercial General Liability ■ General Aggregate: $2,000,000 ■ Products & Completed Operations Aggregate: $2,000,000 ■ Personal & Advertising Injury: $1,000,000 ■ Per Occurrence: $1,000,000 ■ Fire Damage $500,000 ■ Waiver of Subrogation required ■ Coverage shall be broad form ■ No coverage shall be deleted from standard policy without notification of individual exclusions being attached for review and acceptance. 2. Business Automobile Policy ■ Combined Single Limits: $1,000,000 ■ Coverage for "Any Auto" ■ Waiver of Subrogation required 3. Errors and Omissions ■ Limit: $1,000,000 per claim and annual aggregate ■ For all architects, engineers, and/or design companies ■ Claims -made form is acceptable ■ Coverage will be in force for one (1) year after completion of the Project ■ Waiver of Subrogation required 4. Workers' Compensation ■ Statutory Limits ■ Employer's Liability $500,000 ■ Waiver of Subrogation required b. The following shall be applicable to all policies of insurance required herein. 1. Insurance carrier for all liability policies must have an A.M. Best Rating of A:VllI or better. 2. Only insurance carriers licensed and admitted to do business in the State of Texas will be accepted. 3. Liability policies must be on occurrence form. Errors and Omissions can be on claims -made form. 4. Each insurance policy shall be endorsed to state that coverage shall not be canceled or non -renewed except after thirty (30) days prior written notice by mail, return receipt requested, has been given to the City. Agreement for Professional Services, Page 6 Rev. 8 13.2025 5. The City, its officers, agents and employees are to be added as Additional Insureds to all liability policies, with the exception of the Workers' Compensation and Errors and Omissions Policies required herein. 6. Upon request and without cost to the City, certified copies of all insurance policies and/or certificates of insurance shall be furnished to the City. 7. Upon request and without cost to the City, loss runs (claims listing) of any and/or all insurance coverages shall be furnished to the City. 8. All insurance required herein shall be secured and maintained in a company or companies satisfactory to the City, and shall be carried in the name of Consultant. Consultant shall provide copies of insurance policies and endorsements required hereunder to the City on or before the effective date of this Agreement. 9. Indemnification and Release CONSULTANT 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 THE CONSULTANT OR THE CONSULTANT'S AGENT, CONSULTANT UNDER CONTRACT, OR ANOTHER ENTITY OVER WHICH THE CONSULTANT EXERCISES CONTROL (COLLECTIVELY, CONSULTANT'S PARTIES). IT IS THE EXPRESS INTENTION OF THE PARTIES HERETO, BOTH CONSULTANT AND THE CITY, THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH IS INDEMNITY BY CONSULTANT TO INDEMNIFY AND PROTECT THE CITY FROM THE CONSEQUENCES OF CONSULTANT'S PARTIES' OWN WILLFUL MISCONDUCT, JOINT OR SOLE NEGLIGENCE AS WELL AS THE CONSULTANT'S PARTIES' INTENTIONAL TORTS, INTELLECTUAL PROPERTY Agreement for Professional Services, Page 7 Rev. 8.13.2025 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 THE CITY FROM WHICH THE CITY IS INDEMNIFIED, CONSULTANT 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-, SUBJECT TO THE LIMITATIONS IN TEXAS LOCAL GOVERNMENT CODE SECTION 271.904 AND TEXAS CIVIL PRACTICE AND REMEDIES CODE SECTION 130.002. By this Agreement, the City does not consent to litigation or suit, and the City hereby expressly revokes any consent to litigation that it may have granted by the terms of this Agreement or any other contract or agreement, any charter, or applicable state law. Nothing herein shall be construed so as to limit or waive the City's sovereign immunity. Consultant assumes full responsibility for its services performed hereunder and hereby releases, relinquishes and discharges the City, its officers, agents, and employees from all claims, demands, and causes of action of every kind and character, including the cost of defense thereof, for any injury to or death of any person (whether they be either of the parties hereto, their employees, or other third parties) and any loss of or damage to property (whether the property be that of either of the parties hereto, their employees, or other third parties) 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 of whether said claims, demands, and causes of action are covered in whole or in part by insurance. 10. Subcontractors and Subconsultants Consultant shall receive written approval of the City's Representative prior to the use of any subcontractors or Subconsultants. A copy of all proposed contracts with subconsultants and/or subcontractors shall be given to the City before execution of such contracts. 11. Termination of Consultant The City, besides all other rights or remedies it may have, shall have the right to terminate this Agreement without cause upon written notice from the City Manager or his designee to Consultant of the City's election to do so. Furthermore, the City may immediately and without notice terminate Agreement for Professional Services, Page 8 Rev. 8.13.2025 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 tennination, Consultant shall submit a final statement showing in detail the services satisfactorily performed and accepted and all other appropriate documentation required herein for payment of services. At the same time that the final statement is tendered to the City, Consultant shall also tender to the City'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 the City. No final payment will be made until all such instruments of service and materials supplied are so tendered. If this Agreement is terminated for cause, Consultant shall be liable for any damage to the City resulting therefrom. This liability includes any increased costs incurred by the City in completing Consultant's services. The rights and remedies of the City in this section are in addition to any other rights and remedies provided by law or under this Agreement. 12. Records Within ten (10) days of the City's request and at no cost to the City, the City will be entitled to review and receive a copy of all documents that indicate work on the Project that is subject to this Agreement. 13. Supervision of Consultant Consultant is an independent contractor, and the City neither reserves nor possesses any right to control the details of the Work performed by Consultant under the terms of this Agreement. 14. Billing The City shall have thirty (30) days to pay Consultant's invoices from the date of receipt of such invoices and necessary backup information. All invoices must identify with specificity the work or services performed and the date(s) of such work or services. In the event of a disputed or contested invoice, the parties understand and agree that the City may withhold the portion so Agreement for Professional Services, Page 9 Rev. 8.13.2025 contested, but the undisputed portion will be paid. Consultant shall invoice the City for work performed no more than once a month and may not invoice the City for work not performed. Invoices shall be received by the City no later than sixty (60) calendar days from the date Consultant and/or its subconsultants perform the services or incur the expense. Failure by Consultant to comply with this requirement shall result in Consultant's invoice being denied and the City being relieved from any liability for payment of the late invoice. The City shall pay Consultant the maximum rate permitted by Chapter 2251 of the Texas Government Code on any past due payment not received within thirty (30) days after the payment due date. In accordance with § 2251.043, in a formal administrative or judicial action to collect an invoice payment or interest due under this chapter, the opposing party, which may be the City or Consultant, shall pay the reasonable attorney fees of the prevailing party. 15. 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. 1.6. Verifications If Consultant has ten (10) or more full-time employees and Consultant's total compensation under this Agreement has a value of One Hundred Thousand Dollars ($100,000.00) or more, Consultant makes the following verifications in accordance with Chapters 2271 and 2274 of the Texas Government Code: a. Consultant does not boycott Israel and will not boycott Israel during the term of the contract to be entered into with the City of Baytown; b. Consultant does not boycott energy companies and will not boycott energy companies during the term of the contract to be entered into with the City of Baytown; and c. Consultant does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association and will not discriminate during the term of the contract against a firearm entity or firearm trade association. 17. Reputation in the Community Consultant shall retain a high reputation in the community for providing professional architectural/engineering services. Consultant shall forward a copy of any current petition or complaint in any court of law which (a) asserts a claim for $50,000 or more for errors or omissions in providing architectural/engineering services and/or (b) seeks to deny Consultant the right to practice architecture/engineering or to perform any other services in the state of Texas. 18. Payroll and Basic Records a. Consultant shall maintain payrolls and basic payroll records during the course of the work performed under this Agreement and shall preserve them for a period of Agreement for Professional Services, Page 10 Rev. 8.13.2025 three (3) years from the completion of the work called for under this Agreement for all personnel working on such work. Such records shall contain the name and address of each such employee, social security number, correct classification, hourly rates of wages paid, daily and weekly number of hours worked, deductions made and actual wages paid. b. Consultant shall make the records required to be maintained under the preceding subsection (a) of this section available at no cost to the City for inspection, copying or transcription or its authorized representatives within fifteen (15) days of the City's request therefor. Should the City request copies of the records, Consultant may redact employee social security numbers and/or addresses. Consultant shall permit such representatives to interview Consultant's employees during working hours on the job. 19. 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. 20. 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 the City: For Consultant: CITY OF BAYTOWN Attn: City Manager P. O. Box 424 Baytown, Texas 77522-0424 Teague, Nall and Perkins, Inc. Attn: John Dean 1221 Park West Gren Drive, Suite 100 Katy, Texas 77493 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. Aareement for Professional Services, Page l 1 Rev. 8.13.2025 21. No Third -Party Beneficiary This Agreement shall not bestow any rights upon any third party, but rather, shall bind and benefit Consultant and the City only. No person or entity not a signatory to this Agreement shall be entitled to rely on Consultant's performance of its services hereunder, and no right to assert a claim against Consultant by assignment of indemnity rights or otherwise shall accrue to a third party as a result of this Agreement or the performance of Consultant's services hereunder. 22. No Right to Arbitration Notwithstanding anything to the contrary contained in this Agreement, the City and Consultant hereby agree that no claim or dispute between the City and Consultant arising out of or relating to this Agreement shall be decided by any arbitration proceeding, including, without limitation, any proceeding tinder the Federal Arbitration Act (9 U.S.C. Sections 1-14), or any applicable State arbitration statute, including, but not limited to, the Texas General Arbitration Act, provided that in the event that the City is subjected to an arbitration proceeding notwithstanding this provision, Consultant consents to be joined in the arbitration proceeding if Consultant's presence is required or requested by the City of complete relief to be recorded in the arbitration proceeding. 23. 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. 24. Complete Agreement This Agreement represents the entire and integrated Agreement between the City and Consultant in regard to the subject matter hereof and supersedes all prior negotiations, representations or agreements, whether written or oral, on the subject matter hereof. This Agreement may only be amended by written instrument approved and executed by both of the parties. The City and Consultant accept and agree to these terms. 25. No Assignment Consultant may not sell or assign all or part interest in this Agreement to another party or parties without the prior express written approval of the City Manager or his designee of such sale or assignment. The City may require any records or financial statements necessary in its opinion to ensure such sale or assignment will be in the best interest of the City. 26. Headings The headings used in this Agreement are for general reference only and do not have special significance. 27. 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. Agreement for Professional Services, Page 12 Rev. 8.13.2025 28. 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. 29. 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 City Manager or his designee of the City of Baytown. CITY OF BAYTOWN (Signature) (Printed Name) (Title) ATTEST: ANGELA JACKSON, City Clerk APPROVED AS TO FORM: (Signature) (Printed Name) (Title) Agreement for Professional Services, Page 13 Rev. 8.13.2025 CONSULTANT: TEAGUE, NALL AND PERKINS, INC. (TNP) (Signature) (Printed Name) (Title) STATE OF COUNTY OFVr § Before me on this day personally appeared J �^ �-�� in his/her capacity as V ice— �n.�.ac•.:� of 1 N on behalf of such 't4? ❑ known to me; ❑ proved to me on the oath of ; or 5j proved tome 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 0 �� day of at , 20_�k TASHA JOLENE KLEINHANS a9� Notary 13 5 i My Commm issionom UExpipiree s c. Much 25. 2029 at Notary Public in and for the State of Agreement for Professional Services, Page 14 Rev. 8.13.2025 R:\Scott\Contracts',Architectuml or Engineering Services Agreement Template.doc Agreement for Professional Services, Page 15 Rev. 8.13.2025 tnp EXHITBIT A: SCOPE OF WORK Teague Nall and Perkins, Inc., (TNP) shall render the following professional services necessary for the development of the project. TNP will perform Project Management in an effort to progress Baytown projects through design, bidding and construction phases. Listed below are specific tasks related to these goals: Central District Wastewater Treatment Plant (CDWWTP) projects: 1. TNP will not complete technical review of the Wastewater Treatment Plant designs. TNP will only review the engineering plans, specifications, and estimates for thoroughness and completeness at each submittal. 2. The City of Baytown has retained BGE, Inc. as their owner's representative who will be responsible for technical review of these projects. 3. TNP will work with the City and the design consultants to combine the Aeration & Blower Improvements, Clarifier Improvements, and Solids Handlings Improvements projects into one design package with three funding sources. The Off -Site & On -Site Generators will be a stand- alone project to allow it to move forward as quickly as possible. 4. Sarah Torres, P.E. from TNP will be given a City email and access to Energov to assist with scheduling and City staff coordination. Throughout the design phase, TNP will: 1. Research the capital improvement plan projects through reports and documentation provided by the City. Assist the City in establishing and writing fixed fee professional service agreements for the design consultant. TNP will not be involved in negotiations for contract amounts. 2. Verify project goals, objectives, and any special conditions with the City. Coordinate with selected City Staff to establish roles, whom is to be copied on correspondence and data, etc. Provide project charter to internal stakeholders as determined by the City. 3. Ensure that bid phase services are included in the engineering design consultant's contract. 4. Coordinate with Staff and Purchasing to make sure all documentation needed by the engineering design consultant is provided. 5. Schedule and attend a scoping meeting with the City selected engineering design firm as a representative for the City. The scoping meeting is to be conducted by the City selected engineering design firm. TNP will provide meeting documentation to City staff for their records. 6. Resolve questions regarding project scope and specifics. 7. Review the design consultant's invoices for approval on a monthly basis throughout the life of the project. 8. Review project scope submitted by the selected design consultant for completeness, costs, schedule, and contract terms. Provide a recommendation to staff regarding the scope. 9. Follow-up on contract procedures as necessary. 10. Schedule and attend a project kick off meeting with the design consultant and their subconsultants. The design consultant will conduct the meeting, provide meeting agenda and Project Name: Central District WWTP PMC Client: City of Baytown Date: April 22, 2026 Page 14 s; tnp meeting minutes. TNP will provide the project checklist, title block, city project number, City engineering specifications, and City logo. 11. 30% submittal: checklist review of engineering plans, specification table of contents, draft geotechnical report, utility conflict list, right of way acquisition (if necessary), opinion of probable construction cost (with a 30% contingency), schedule update. a. Review for thoroughness and completeness. Technical review to be performed by the City's owner's representative consultant (BGE). b. Coordinate with City staff and BGE to set up a Bluebeam Session for review of the 30% submittal plans and documents. c. TNP will compile comments and responses then hold a review meeting with design consultant, relevant City staff and BGE to discuss unresolved comments or questions. 12.60% submittal: checklist review of responses to previous comments, engineering plans, design specifications, geotechnical report, updated utility conflict list, right of way acquisition, opinion of probable construction cost (to include 25% Contingency), schedule update. a. Review for thoroughness and completeness. Technical review to be performed by the City's owner's representative consultant (BGE). b. Verify previous comments all have responses within the Bluebeam Session. c. Coordinate with City staff and BGE to set up a Bluebeam Session for review of the 60% plans and documents. d. TNP will compile comments and responses then hold a review meeting with design consultant, relevant City staff and BGE to discuss unresolved comments or questions. e. TNP will provide highlights for the City's capital improvement plan website. f. TNP will serve as the liaison between the design consultant and the City departments that handle ROW, easements, and franchise utility coordination to initiate ROW acquisition and utility relocation, if necessary. 13.90% submittal: checklist review of responses to previous comments, engineering plans, design specifications, geotechnical report, updated utility conflict list, right of way acquisition, opinion of probable construction cost (to include 20% Contingency), schedule update a. Review for thoroughness and completeness. Technical review to be performed by the City's owner's representative consultant (BGE). b. Verify previous comments all have responses within the Bluebeam Session. c. Coordinate with City staff and BGE to set up a Bluebeam Session for review of the 90% plans and documents. d. TNP will compile comments and responses then hold a review meeting with design consultant, relevant City staff and BGE to discuss unresolved comments or questions. e. TNP will provide highlights for the City's capital improvement website. 14. 100% submittal: checklist review of responses to previous comments, engineering plans, design specifications, and engineering estimates are to be signed and sealed by the design consultant. a. TNP will conduct a final review for thoroughness and completeness. Technical review to be performed by the City's owner's representative consultant (BGE). b. TNP will coordinate with the City, BGE and the design consultant to get all remaining comments addressed so the plans, specification and project documents can be Project Name: Central District WWT'P PMC Client: City of Baytown Date: April 22, 2026 Page 15 tnp submitted to Baytown's Technical Review Committee for review and Director's Signature. 15. TNP will follow up and check the status on project required permits on a monthly basis to help ensure that all permits and approvals are in place by the time the project is ready to proceed to the construction phase. TNP will work with the design consultant the City to assist in the acquisition of the permits and approvals required for the project. Throughout the bid phase, TNP will: 1. Follow up that plans are going through the procurement process as documented in the City's flow chart. 2. Attend Pre -Bid Meeting as an extension of City staff and provide documentation. The design consultant will conduct the meeting and provide a meeting agenda and meeting minutes. 3. Follow up with design consultant throughout the bidding process to ensure progress. 4. Review Bids provided by the design consultant for thoroughness and completeness. Review bid tabs for accounting accuracy. 5. Follow up on construction contract to ensure the City's processes are followed. 6. The design consultant is responsible for making the recommendation of award to the City. Throughout the construction phase, TNP will: 1. Be provided with a Procore license by the City of Baytown to facilitate requests for information and submittals. 2. Serve as the liaison between the contractor, design engineer, and the Materials Testing Contractor (pre -selected for the project by the Client) to establish materials testing procedures and the schedule for testing throughout the duration of construction. 3. Track plan changes and forward conformed plans from the design consultant to the contractor. 4. Review contract between the City and the Contractor and ensure the City's processes are followed. 5. Conduct Preconstruction meeting, provide meeting agenda and meeting minutes. 6. Coordinate with the design consultant to review, revise and approve the contractor's schedule of values and cash flow schedule 7. Update Procore status with Submittals and RFIs. Ensure that the design consultant is providing timely responses. 8. Verify Contractor has permitting for temporary water sources (hydrant meters), road closures for equipment, notifies citizens of work, pictures of project area before construction, etc. 9. Schedule monthly construction progress meetings. Provide agenda and summary of meeting documentation. 10. Verify that the contractor provides documentation confirming that new equipment and facilities have been properly calibrated and commissioned. If necessary, TNP will participate in witness testing of equipment and facilities. 11. Verify Substantial Completion. Provide follow up for contract closeout and Record Drawings. 12. Verify that the contractor follows the proper project closeout procedure and ensure the process is performed in a timely manner. Project Name: Central District WWTP PMC Client: City of Baytown Date: April 22, 2026 Page 16 tnp 13. Schedule 6 month and 1-year site visits with the City and design consultant to perform warranty inspections. Any other Project related requirements can be completed on an hourly basis. An hourly rate chart is provided. ;4,tnp Project Name: Central District WWTP PMC Client: City of Baytown Date: April 22, 2026 Page 17 -*,;� tnp EXHIBIT B: STANDARD RATE SCHEDULE Effective December 15, 2025 This proposal is not to exceed $600,000.00 Hourly Engineering/ROW Billing Rate Intern $95.00 Clerical $100.00 ROW Tech $120.00 CAD Technician $130.00 Title Agent $135.00 Engineer 1/II $150.00 Landscape Designer $150.00 ROW Agent $155.00 Senior CAD Technician $165.00 Engineer III/IV $180.00 Designer $190.00 IT Technician $190.00 Senior ROW Agent $195.00 Relocation Agent $195.00 Project Engineer $205.00 Senior Designer $205.00 Structural Engineer $240.00 Project Manager $245.00 ROW Manager $265.00 Senior Engineer $290.00 Senior Structural Engineer $295.00 Senior Project Manager $300.00 Team Leader $310.00 Principal or Director $340.00 Project Name: Central District WWTP PMC Client: City of Baytown Date: April 22, 2026 Page 18 tnp Hourly Surveying Billing Rate Flagger $75.00 Survey Technician $145.00 Abstractor (Property Deed Research) $145.00 S.I.T. or Senior Survey Technician $160.00 Field Coordinator $165.00 1-Person Field Crew w/Equipment* * $170.00 2-Person Field Crew w/Equipment** $220.00 Registered Professional Land Surveyor (RPLS) $280.00 3-Person Field Crew w/Equipment** $295.00 Terrestrial Scanning Equipment & Crew $300.00 Survey Manager $340.00 Small Unmanned Aerial Systems (sUAS) Equipment & Crew $500.00 Direct Cost Reimbursables A fee equal to 3% of labor billings shall be included on each monthly invoice for prints, plots, photocopies, plans or documents on CD, DVD or memory devices, and mileage. No individual or separate accounting of these items will be performed by TNP. Any permit fees, filing fees, or other fees related to the project and paid on behalf of the client by TNP to other entities shall be invoiced at 1.10 times actual cost. Notes: All subcontracted and outsourced services shall be billed at rates comparable to TNP's billing rates above or cost times a multiplier of 1.10. Rates shown are effective as of December 15, 2025 and are subject to change. " Survey equipment may include truck, ATV, Robotic Total Station, GPS Units and Digital Level. Includes crew labor, vehicle costs, designation equipment, and field supplies. tnp Project Name: Central District WWTP PMC Client: City of Baytown Date: April22, 2026 Page 19 EXHIBIT C: PROJECT SCHEDULE The CONSULTANT shall endeavor to accomplish the work in accordance with the following schedule and subsequent level of effort on a weekly basis: Based on our experience, we anticipate performing an average of 20 hours of project management per week on the central district wastewater treatment plant projects. This amount will vary as the projects work their way through design, bidding, and construction phases. TNP will work with the design consultant to develop and maintain an overall project schedule throughout the life of the projects. The expected life of the projects is 104 weeks. If the City of Baytown and the Consultant agree, it is allowable to pause services, if needed, due to delays in construction funding or lead times. TNP anticipated the project schedule below for the design, bidding and construction of the projects: WWTP 2603 CDWWTP - Off -Site Generator Improvements WWTP2604: CCVMP - Aeration & Blower Improvements WWTP 2605 CDWWTP - Clarifier Improvements WWTP2606: CDWWTP - Solids Handling Improvements Stage Anticipated Schedule Design Bid Construction F. Project Name: Central District WWTP PMC Client: City of Baytown Date: April 22, 2026 Page 20