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Ordinance No. 14,687ORDINANCE NO. 14,687 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS, APPROVING THE CONSULTING SERVICES AGREEMENT BETWEEN BAYTOWN AREA WATER AUTHORITY AND CAROLLO ENGINEERS, INC., FOR ENGINEERING SERVICES RELATED TO COLD WEATHER SUPPORT TO THE BAYTOWN AREA WATER AUTHORITY (BAWA) FRITZ LANHAM WATER TREATMENT PLANT; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. **************************************************************************************************** WHEREAS, the Baytown Area Water Authority's enabling legislation requires that the City Council approve certain agreements before Baytown Area Water Authority ("BAWA") enters into the same; and WHEREAS, on March 17, 2021, the Board of Directors of BAWA approved the Consulting Services Agreement between Baytown Area Water Authority and Carollo Engineers, Inc., for engineering services related to Cold Weather Support to the Baytown Area Water Authority (BAWA) Fritz Lanham Water Treatment Plant; and WHEREAS, the City of Baytown desires to approve such agreement; NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS: Section 1: That the recitals set forth hereinabove are hereby found to be true and correct and are hereby adopted. Section 2: That the City Council of the City of Baytown, Texas, hereby approves the Consulting Services Agreement between Baytown Area Water Authority and Carollo Engineers, Inc., for engineering services related to Cold Weather Support to the Baytown Area Water Authority (BAWA) Fritz Lanham Water Treatment Plant, which agreement is attached hereto as Exhibit "A" and incorporated herein for all intents and purposes. 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 affirma:ZNL 'ouncil ofth Ba own this the 25th day of March, 2021. - DON CAPETILLO, yor ATTEST: ,. LETIUTA BRYSCH, City Clerk ieNYT0 ° APPROVED AS TO FORM: a g ° e a KAREN L. HORNER, City Attorney ANTE 00 RAKaren Homer\Documents\Files.City Council.Ordinances\202March 25\ApprovingBAWACSAwithCarollo.doc EXHIBIT "A" AGREEMENT FOR CONSULTTNG SERVICES STATE OF TEXAS COUNTY OF HARRIS This Agreement (this "Agreement") entered into by and between Carollo Engineers, Inc., (hereinafter "Consultant") and the Baytown Area Water Authority, a conservation and reclamation district in Harris County created under Section 59, Article XVI, Texas Constitution ("BAWA"). 1. Scope of Services/Consultant Fees This Agreement authorizes Consultant to perform professional engineering services for Cold Weather Support (the "Work") for and on behalf of BAWA. The scope of the Work is detailed in Exhibit "A." The compensation and professional fees for Consultant and its subconsultants is more particularly described in Exhibit "B" and shall not exceed FIFTY THREE THOUSAND ELEVEN and NO. 100 DOLLARS ($53,011.00). The time schedules for the Work are specified in Exhibit "C." Each of these Exhibits "A" through "C" are incorporated into this Agreement by reference for all purposes. 2. Compensation and Consulting 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. Basic Services (Lump Sum)...............................................................$53,011.00 2. Additional Services (Lump Sum)..............................................................$0.00 (These services require independent and specific advance, written authorization) 3. Bid Phase Services (Hourly Not to Exceed)...............................................$0.00 4. Construction Phase Services (Hourly Not to Exceed)................................$0.00 5. Reimbursable Expenses (Not to Exceed)....................................................$0.00 6. Total..................................................................................................$53,011.00 b. For an agreed contract amount identified as "Lump Sum," "Not to Exceed" and "Reimbursable," Consultant shall not exceed the fixed contractual amount without written authorization in the form of a Contract amendment. C. Reimbursable Expenses, as shown in Exhibit "B" 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; Agreement for Consulting Services, Page t (c) Mileage, for travel from Consultant's local office (within a 25 mile radius) to meetings BAWA or job -site. Mileage shall be charged at the current IRS rates; (d) Travel Expenses, mileage from local office to State or federal regulatory agency office beyond 100miles; 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. (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 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. e. 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. 3. Personnel of Consultant a. Consultant's Project Manager Consultant shall designate Meera Victor, P.E., to serve as Project Manager for the Work performed under this Agreement. Any change of Project Manager shall require thirty days' advance written approval from BAWA's Representative. b. Licensed and Registered Architects'Engineers Consultant shall keep a 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 BAWA 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. d. Rejection of Consultant's Employees BAWA reserves the right to approve or reject from the Work any employees of Consultant. Agreement for Consulting Services, Page 2 4. Designation and Duties of BAWA's Representative a. BAWA's Director of Public Works and Engineering or his designee shall act as BAWA's Representative. b. BAWA's Representative shall use his best efforts to provide nonconfidential BAWA records for Consultant's usage on the Work and to provide access to BAWA's property and easements. 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 Agreemetn with the care and skill ordinarily used by members of Consultant's profession practicing under the same or similar circumstances, time, and locality. Opinions of probable cost shall be based upon the Consultant's experience and represent its best judgement as an experienced and qualiified professional. Each submittal of opinion of probable costs 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 deficiencies therein. Consultant shall correct such deficiencies without additional compensation. b. Codes and Standards (1) 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 BAWA or that the construction specified is bid by BAWA. (2) If any such equipment is specially manufactured, it shall be identified to BAWA, and the Contractor and the Seller shall present sufficient data to BAWA to support the design and the suitability of the equipment. (3) All materials specified on any BAWA project shall be in accordance with BAWA, 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 Agreement for Consulting Services, Page 3 at least five years of proven experience in the field, and such satisfactory documentation has been approved by BAWA's Representative. (4) The Work shall be designed and furnished in accordance with the most current codes and for standards adopted by city, state, or federal government or in general custom and usage by the profession and shall comply Texas Department of Licensing and Regulation's rules and regulations, including the Texas Accessibility Standards. (5) 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. (6) 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. (7) 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. (8) 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. (9) 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 BAWA standards. Other support documents for example structural calculations, drainage reports and Agreement for Consulting Services, Page 4 geotechnical reports, shall be submitted in hard copy only. All Record Drawings electronic files shall be submitted to BAWA 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 BAWA's Representative. 7. Instruments of Service Upon execution of this Agreement, Consultant grants to BAWA an ownership interest in the Instruments of Service. Consultant shall obtain similar interests from BAWA and Consultant's consultants consistent with this Agreement. As noted in Articles 5 & 11, Consultant shall be required to tender to BAWA all Instruments of Service. With such ownership interest, it is expressly understood by the parties hereto that BAWA may use the Instruments of Service for any purposes which BAWA sees fit, including, but not limited to, subsequent construction, reconstruction, alteration, and/or repairs of the Project. As a condition to BAWA's use of the Instruments of Service, BAWA 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 BAWA, BAWA shall release any and all claims which BAWA could make arising out of or in connection with any reuse of the documents by BAWA. 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 person 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. Asreement for Consulting Services, Page 5 ■ No coverage shall be deleted from standard policy without notification of individual exclusions being attached for review and acceptance. 2. Business Automobile Policy ■ Combined Single Limits: $1,000,000 ■ Coverage for "Any Auto" ■ Waiver of Subrogation required. 3. Errors and Omissions ■ Limit: $1,000,000 for this project. ■ For all architects, engineers, and/or design companies ■ Claims -made form is acceptable ■ Coverage will be in force for one (1) year after completion of the Project. 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. Insurance carrier for all liability policies must have an A.M. Best Rating of A:VIII or better. 2. Only insurance carriers licensed and admitted to do business in the State of Texas will be accepted. 3. Liability policies must be on occurrence form. Errors and Omissions can be on claims -made form. 4. Each insurance policy shall be endorsed to state that coverage shall not be suspended, voided, canceled or reduced in coverage or in limits except after thirty (30) days' prior written notice by mail, return receipt requested, has been given to BAWA. 5. 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. 6. Upon request and without cost to BAWA, certified copies of all insurance polices and'or certificates of insurance shall be furnished to BAWA. 7. Upon request and without cost to BAWA, loss runs (claims listing) of any and/or all insurance coverages shall be furnished to BAWA. Agreement for Consulting Services, Page 6 8. 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. 9. Indemnification and Release CONSULTANT AGREES TO AND SHALL INDEMNIFY AND HOLD HARMLESS AND DEFEND BAWA, 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 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 EXPRESSED 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 Agreement for Consulting Services, Page 7 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 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 Contract 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 sovereign 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 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 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. 11. Termination of Consultant BAWA, besides all other rights or remedies it may have, shall have the right to terminate this Agreement without cause upon ten (10) days' written notice from BAWA's 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 BAWA, 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; Agreement for Consulting Services, Page 8 (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 project 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. 12. Records Within ten 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. 13. 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. 14. 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 calendar (60) 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. 15. No Boycott Israel. Consultant agrees that it will not boycott Israel during the term of this Agreement. As used in this section, "boycott Israel" means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit Agreement for Consulting Services, Page 9 commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli -controlled territory, but does not include an action made for ordinary business purposes. 16. 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. 17. Payroll and Basic Records a. Consultant shall maintain payrolls and basic payroll records during the course of the work performed under this Agreement and shall preserve them for a period of three 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 BAWA for inspection, copying or transcription or its authorized representatives within fifteen days of BAWA's request therefor. Consultant shall permit such representatives to interview Consultant's employees during working hours on the job. 18. 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. 19. Notices Unless otherwise provided in this Agreement, any notice provided for or permitted to be given must be in writing and delivered in person or by depositing same in the United States mail, postpaid and registered or certified, and addressed to the party to be notified, with return receipt requested, or by delivering the same to an officer of such party. Notice deposited in the mail as described above shall be conclusively deemed to be effective, unless otherwise stated in this Agreement, from and after the expiration of three (3) days after it is so deposited. For the purpose of notice, the addresses of the parties shall be as follows unless properly changed as provided for herein below: Agreement for Consulting Services, Page 10 For BAWA: For Consultant: BAYTOWN AREA WATER AUTHORITY Attn: General Manager P. O. Box 424 Baytown, Texas 77522-0424 Carollo Engineers, Inc. Attn: Meera Victor, P.E. 10375 Richmond Ave. Ste. 1625 Houston, TX 77042 Each party shall have the right from time to time at any time to change its respective address and each shall have the right to specify a new address, provided that at least fifteen (15) days' written notice is given of such new address to the other party. 20. 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. 21. 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. 22. 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. 23. 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, either 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. Agreement for Consulting Services, Page 11 24. 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 BAWA's 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. 25. headings The headings used in this Agreement are for general reference only and do not have special significance. 26. 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. 27. 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. 28. 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 , 2021, the date of execution by BAWA's General Manager. BAYTOWN AREA WATER AUTHORITY RICHARD L. DAVIS, General Manager ATTEST: LETICIA BRYSCH, City Clerk APPROVED AS TO FORM: KAREN L. HORNER, City Attorney Agreement for Consulting Services, Page 12 CONSULTANT: Carollo Engineers, Inc. (Company Name) (Signature) Meera Victor (Printed Name) Vice President (Title) STATE OF TEXAS § § COUNTY OF HARRIS § Before me oil this day personally appeared Meera Victor in his/her capacity as Vice President of Carollo Engineers, Inc. , oil behalf of such corporation, o 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 acknovrlcdgcd to me that he/she executed the same for the purposes and consideration therein expressed. SUBSCRIBED AND SWORN before me this 11 th day of March 20 21, Notary- Public in and for the State of T as ro-'-'� p"Y °Oe�EDNA MAURY rNotary ID #6443743 ;My Commission Expires "Januw} January 28, 2024 R-\Kare&FdesNEnginecringtEngmeenng Agreements Forms 20200AWA Agreement 07222020.doc Agreement for Consulting Services, Page 13 EXHIBIT "A" SCOPE OF WORK COLD WEATHER SUPPORT FOR FRITZ LANHAM SURFACE WATER PLANT PURPOSE The OWNER experienced freezing conditions the week of February 14, 2021 that led to a shutdown of the Fritz Lanham Surface Water Plant and a subsequent boil water notice for residents in the Baytown area. An issue that arose during this episode was the inability to operate valves that control flow into and out of the Ground Storage Tanks (GSTs), as well as valves that froze and failed. In order to ensure the GSTs and associated pipes/valves can operate as intended, the OWNER desires to replace the valves and also provide for electric actuation to better control the process as well as to provide the ability to operate resiliently during future events. Given the critical nature of the Work and the need to accomplish it quickly, the OWNER intends to perform the Work by executing a Competitive sealed. This Scope of Work is intended to help the OWNER with that process by preparing documents that would allow the Contractor to price and perform the Work; reviewing information from the Contractor and helping the OWNER negotiate the conditions, price, and schedule for the Work; and providing engineering support during construction of the Work. This Scope of Work will be performed by re -purposing tasks and fee previously authorized to the ENGINEER in support of start-up and commissioning at the BAWA East WTP. As a result, the entirety of services performed under that authorization will not be completed as originally scoped, and a re -prioritization of services for the left -over budget will need to be authorized. ENGINEER'S SERVICES 1. Project management a. Provide project management including coordination, supervision of staff, invoicing, scheduling, progress reports, and communication with OWNER. 2. Site Reconnaissance and Data Review a. Visit project to understand issues, operations, layout, and constraints. b. Discuss situation with valve manufacturer and assess replacement requirements. c. Review drawings and specifications (to be provided by OWNER). d. Conduct follow-up visit with electrical/I&C engineer to develop concepts for extending power and controls to valves. e. Summarize proposed approach in brief technical memorandum to OWNER. Obtain OWNER acceptance before proceeding with remaining tasks. 3. Prepare Competitive Sealed Proposal Documents a. Documents will be prepared to allow Contractor to provide pricing, schedule, and commercial terms for the proposed work. Documents will consist of following: 1) Red -line markups to existing drawings delineating mechanical work (piping, valve, and associated improvements). 2) Pictures of valves to be replaced along with annotations to further define the work. EXHIBIT "A" SCOPE OF WORK 3) Red -line markups of existing electrical drawings (single lines, panel drawings, site plan) describing power requirements for electric actuators. 4) P&ID red -line markups to show integration of electric valves into control hierarchy. 5) Brief control narrative to describe monitoring and remote -control requirements. 6) Shut -down and sequencing requirements for performing work while minimizing impacts to existing plant operations. 7) Written request for proposal to Contractor describing work, schedule, and other commercial requirements. It is assumed that existing contract forms will be utilized. 4. Assist with Competitive Sealed Proposal Negotiations a. Prepare independent opinion of probable construction cost. b. Review & evaluate Contractor proposal. c. Support OWNER in negotiations with Contractor. 5. Provide Engineering Support during Construction a. Review Contractor submittals and RFIs on valves, piping, and related submittals for general conformance to requirements. It is assumed that up to 6 submittals and 10 RFIs will be reviewed. 6. Deliverables a. Submit draft outline of the seminar for OWNER review and comment. b. Workshop handout materials c. Host workshop TIME OF PERFORMANCE Services shall begin immediately upon receipt of notice to proceed (NTP). Completion shall be dependent upon the Contractor's schedule. ASSUMPTIONS Work is being performed under Governor Abbott's February 12, 2021 disaster declaration and as such, falls under the suspension of 290 Public Drinking Water, Subchapter D requirements. As such, TCEQ approval is not required. The improvements will be designed in accordance with the associated requirements, but no time is included for TCEQ coordination. 2. OWNER will provide all inspection and construction management services under the existing construction contract for the Work. 3. Valves to be replaced are limited to the above -ground valves at the three GSTs. �U. O LL F W m LL 20 XW W � W J 0 N 000 N C M 01 4* Ct O ri ei ri O O O O O N N 6 N N O O O O tD O O N r1 V N M O O O O f c O v d OC O. 7 O L C u a1 0 C m 4. m 03 C C O n u L 'a O O 0 i+ a00 Z L �0 O tLo c -tea t+ O CL 3 04 L C C a �n u u ui e-1 N M !t 1A 12 9 9 9 F EXHIBIT "C" SCHEDULE The Professional shall perform all the services required herein an submit the deliverables referenced in Exhibit "A" within two hundred forty (240) calendar days from the date of the notice to proceed.