Ordinance No. 14,708ORDINANCE NO. 14,708
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS,
APPROVING THE CONSULTING SERVICES AGREEMENT BETWEEN THE
BAYTOWN AREA WATER AUTHORITY AND CAROLLO ENGINEERS, INC., FOR
THE BAYTOWN AREA WATER AUTHORITY IMPACT FEE STUDY; AND
PROVIDING FOR THE EFFECTIVE DATE THEREOF.
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WHEREAS, the Baytown Area Water Authority's enabling legislation requires that the City Council
approve the contract before Baytown Area Water Authority ("BAWA") enters into the same; and
WHEREAS, on April 21, 2021, the Board of Directors of BAWA met and approved the Consulting
Services Agreement with Carollo Engineers, Inc., for the BAWA Impact Fee Study; and
WHEREAS, the City of Baytown desires to approve such consulting services 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 BAWA and Carollo Engineers, Inc., for the BAWA Impact Fee Study. Such
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 affirmative vote of the Cit Council of the City of
Baytown this the 22"d day of April, 2021.
ANDON CAPETILLO, Mayor
KAREN L. HORNER, City Attorney
RAKaren Homer\DocumentsTiles City Council Ordinances\2021Wpril 22\ApprovingPSA4BAWAlmpactdoc.doc
EXHIBIT "A"
AGREEMENT FOR CONSULTING 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 Impact
Fee Study (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 NINE THOUSAND
NINE HUNDRED TWENTY ONE and NOA00 DOLLARS ($59,921.00). 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)...............................................................$59,921.00
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..................................................................................................$59,921.00
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.
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 I
(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.
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.
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/or 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:
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.
Agreement 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.
1. Insurance carrier for all liability policies must have an A.M. Best Rating
of A:VIII or better.
2. Only insurance carriers licensed and admitted to do business in the State
of Texas will be accepted.
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.
4. 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;
Ap-reement 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 1 l
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 April, 2021, the date of execution by BAWA's
General Manager.
BAYTOWN AREA WATER AUTHORITY
RICHARD L. DAVIS, General Manager
ATTEST:
ANGELA JACKSON, Interim City Clerk
APPROVED AS TO FORM:
KAREN L. HORNER, City Attorney
Agreement for Consulting Services, Page 12
CONSULTANT:
Carollo Engineers
(Companx Name)
(Signature) G '' t-
Meera Victor Jennifer Ivey
(Printed Name)
Vice President Vice President
(Title)
STATE OF TEXAS §
COUNTY OF HARRIS §
Before me on this day personally appeared Meera Victor , in his/her
capacit) as Vice President of Carollo Engineers, Inc. , on behalf of such
corporation,
x❑ 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 12th day of April , 2021.
EDNA MAURY
Notary ID #6443743
My Commission Expires
January 28, 2024
Agreement for Consulting Services- Page 13
EXHIBIT "A""
SCOPE OF WORK
Task 1. Data Collection
Task 1.1 — Data Request and Review
Carollo will provide a list of data required to complete the water impact fee study, including financial,
demographic, operating, and engineering data. Upon receipt of study data, we will update the data request list
and provide Baytown Area Water Authority (BAWA) with regular status reports until all data is received.
Deliverables:
• Data request list
• Status reports regarding data received and outstanding items
Task 2. Water Impact Fee
Task 2.1 — Land Use Assumptions Plan
Carollo will review the City's updated land use assumptions plan (LUAP) and work with BAWA staff to create a
BAWA specific LUAP for the FY 2022 through FY 2031 study period.
Carollo will project growth based on the number of equivalent dwelling units (EDU) for the water impact fee
study period. These projections will help determine where capacity to serve new development will be required
and what portion of planned capital improvements will be eligible for inclusion within the water impact fee
calculation.
Carollo will facilitate a virtual Land Use Assumptions Workshop to present our assumptions and preliminary
findings to staff to solicit feedback. The goal of the workshop will be to finalize assumptions and the selected
methodology for determining the number of additional EDUs for the water impact fee study period. We will
prepare a technical memorandum to summarize the Land Use Assumptions Workshop discussion, decisions, and
action items.
Deliverables:
• LUAP growth projections
• Land Use Assumptions Workshop Technical Memorandum
Task 2.2 — Capital Improvements Plan
Carollo will review the water impact fee CIP, as well as any recent master plans and BAWA's adopted CIP. Our
initial review will identify projects from the existing CIP that have since been constructed or deferred and
projects from other plans that were excluded from the CIP but may be at least partially eligible for impact fee
funding.
In addition to looking forward at planned capital projects, Carollo will look backward at existing assets to
determine if they have capacity available to serve new customers. We will assign a value to these assets and
allocate a proportionate percentage of their value to the water impact fee calculation to reflect the cost of
existing capacity available for future growth.
Carollo will facilitate a virtual Capital Improvements Plan Workshop with BAWA staff to review our initial
findings and clarify our assumptions. The goal of the workshop will be to identify all planned projects that will
provide additional capacity for new growth within the study period, and all existing facilities with available
capacity for new growth. Carollo will prepare a technical memorandum to summarize the Capital Improvements
Workshop discussion, decisions, and action items.
Deliverables:
• List of eligible CIP projects and associated values
• List of existing facilities with available capacity and associated values
• Capital Improvements Plan Workshop Technical Memorandum
Task 2.3 — Capacity Criteria
After reviewing the available master plans, Carollo will isolate existing capacity and the current level of usage for
each type of infrastructure, which will then help identify the capacity requirements to meet the projected growth
over the water impact fee study period from the LUAP.
Deliverables:
• Existing and Future Capacity Tables
Task 2.4 — Service Unit Definition
Carollo will review the current definition of an EDU and, as appropriate, make recommendations to revise the
definition and/or methodology used to develop service units.
Deliverables:
• EDU definition
Task 2.5 — Impact Fees Calculation
Carollo will calculate the maximum allowable water impact fee that meets Chapter 395 requirements. We will
also calculate either the rate credit or the 50% reduction, as required by Chapter 395, to avoid "double charging"
customers for capital projects through both the water impact fee and their user rates.
Carollo will facilitate a virtual Impact Fee Workshop with BAWA staff to present the assumptions, final LUAP
projections, final CIP eligible projects, capacity criteria, service unit definition, and water impact fee calculation.
Staff will then review the recommended water impact fee by type and meter size.
Carollo will survey up to six (6) peer utilities to compare their water impact fees with BAWA's proposed water
impact fee, as well as the City's existing and proposed impact fees, and will present survey results, enabling
BAWA staff to compare BAWA's water impact fee as well as the City's impact fees to those of other peer utilities.
Carollo will prepare a technical memorandum to summarize the Impact Fee Workshop discussion, decisions, and
action items.
Deliverables:
Calculate maximum allowable water impact fees by meter size
Survey of impact fees for peer utilities
Impact Fee Workshop Technical Memorandum
Task 2.6 — Impact Fee Documentation
Upon completion of Task 2.1, Carollo will prepare a draft written LUAP summarizing the assumptions, process,
findings, and recommended growth projections, as required by Chapter 395. The LUAP will include figures and
tables showing the growth projections and existing and future capacity needs.
Upon completion of Task 2.2, Carollo will prepare a draft written CIP summarizing the assumptions, process,
findings, and recommended CIP, as required by Chapter 395. The CIP will include a list of all eligible projects,
each with a project description, estimated cost, capacity, and percentage of usage by existing customers, new
customers within the study period, and new customers beyond the study period.
Upon completion of Task 2.5, Carollo will finalize the draft Impact Fee Program document by adding a section
summarizing the water impact fee and rate credit calculations. As we receive comments on individual sections,
or the full document, we will incorporate those revisions and submit a final document to be made available to
the public prior to the public hearing on the impact fee update.
Deliverables:
• Draft LUAP
• Final LUAP
• Draft CIP
• Final CIP
• Draft Impact Fee Program
• Final Impact Fee Program
Task 2.7 — Impact Fee Presentations and Notifications
Public Presentot!:'r3'
Carollo will present findings and recommendations forthe Water Impact Fee to the BAWA Board. If the Board
votes to proceed with the impact fee adoption process, as outlined in Chapter 395, Carollo will present at two
public hearings (one for the LUAP and CIP and one for the proposed impact fees). In addition, Carollo will
present to the Planning & Zoning Commission, which will serve as the Advisory Committee required by Chapter
395.
Public Notification Assistoi,
Carollo will provide consulting services for the public notification process required by Chapter 395. Consulting
services may include assistance with development of public notifications, meeting schedule, and review of draft
notifications.
Deliverables:
Presentation materials for public meetings
Assistance with public notification process
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