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Ordinance No. 14,903ORDINANCE NO. 14,903 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS, APPROVING THE CONSULTING SERVICES AGREEMENT BETWEEN THE BAYTOWN AREA WATER AUTHORITY AND ARDURRA GROUP, LLC, FOR THE BAYTOWN AREA WATER AUTHORITY RAW WATER PUMPS REHABILITATION PROJECT; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. 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 September 27, 2021, the Board of Directors of BAWA met and approved the Consulting Services Agreement with Ardurra Group, LLC, for the Baytown Area Water Authority Raw Water Pumps Rehabilitation Project; and WHEREAS, the City of Baytown desires to approve such amendment; NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS: Section l: 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 the Baytown Area Water Authority and Ardurra Group, LLC, for the Baytown Area Water Authority Raw Water Pumps Rehabilitation Project. 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 City Counci of the City of Baytown this the 141h day of October, 2021. RAND N CAPETIL130, Mayor ATTEST: Oflol` tYTOW, 1 I I I \ I •• ^cm ANGELA° JACKSON, City f F O F TE+P APPROVED AS TO FORM9T : U-)z J KAREN L. HORNER, City Attorney R:\Karen HomerTocumentsTiles\City Council\Ordinances\202 I\October 14\ApprovingPSAbetweenBAWA&Ardurra.docx Exhibit "A" AGREEMENT FOR CONSULTING SERVICES STATE OF TEXAS § COUNTY OF HARRIS § This Agreement (this "Agreement") entered into by and between Ardurra Group, 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 BAWA 2103 - BAWA RAW Water Rehabilitation Project (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 SEVEN HUNDRED EIGHTY-NINE THOUSAND ONE HUNDRED SEVENTY DOLLARS and 06/100 DOLLARS ($789,170.06). 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).............................................................$612,323.13 2. Additional Services (Lump Sum)..............................................................$0.00 (These services require independent and specific advance, written authorization) 3. Bid Phase Services (Hourly Not to Exceed)......................................$37,539.89 4. Construction Phase Services (Hourly Not to Exceed).....................$139,307.04 5. Reimbursable Expenses (Not to Exceed)....................................................$0.00 6. Total................................................................................................$789,170.06 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 1 (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 Yue Sun, 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 fonnat. 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/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. 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 perfonmed 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 perfonn 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 Ardurra Group, Inc. Attn: Yue Sun, P.E. 2032 Buffalo Terrace Houston, TX 77019 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 detennination 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: ANGELA JACKSON, City Clerk APPROVED AS TO FORM: KAREN L. HORNER, City Attorney Agreement for Consulting Services, Page 12 CONSULTANT: Ardurra Group, Inc. (Company Name) -'l%v-�Y' — (Signatue) Yue Sun (Printed Name) Project Director (Title) STATE OF TEXAS COUNTY OF HARRIS Before me on this day personally appeared Yue Sun in his/her capacity as Project Director of Ardurra Group, Inc., on behalf of such corporation, 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 thiS2lay of N�3j_��, 20. JOSEPH GUY SOLIZ xlblic an the fTexasNotaNotary Public, State of Texas Notary ,�`• +:E Comm. Expires 07-30-2023 Notary to6096538 R--\KarenTilestangineeringEngineering AgreementsTortna 20201BAWA Agreement 07222020.doc Agreement for Consultine Services, Page 13 EXHIBIT A SCOPE OF SERVICES BACKGROUND The City of Baytown/Baytown Area Water Authority (BAWA) Fritz Lanham Surface Water Treatment Plant (WTP) is a conventional treatment plant that consists of rapid mix, flocculation, sedimentation, dual -media filtration, and disinfection processes. The WTP has a 20-million-gallon (MG) forebay, a Canal Intake Pump Station that pumps raw water from the Coastal Water Authority (CWA) Lynchburg Reservoir Canal to the plant forebay, and a Forebay Pump Station that pumps raw water from the plant forebay to the rapid mix basins. The plant Decant Pump Station is to pump decant from existing sludge lagoons (two for sludge and one for filter backwash waste) to the canal intake chamber upstream of the canal intake pumps. The general scope of the Raw Water Pump Station Rehabilitation Project includes the following components: Raw Water Pump Rehabilitation: Replace the four existing Vertical Turbine Canal Intake pumps and four existing Vertical Turbine Forebay pumps. All eight pumps are to be replaced with new vertical turbine pumps and adjustable speed drives. Includes construction of two new electrical buildings to house the proposed motor control equipment (One for the canal intake pumps and one for the forebay pumps). Forebay Liner Replacement: Replace the damaged existing HDPE forebay liner, last replaced in 2000, with a new liner system. Replacement includes an engineering analysis of alternative lining materials. ■ Decant Pump Station Study: An engineering analysis of the decant pump station to address operational challenges and define the scope, needs, and cost of a future improvement project. Ardurra Group, Inc. (Engineer) will perform necessary tasks to complete preliminary design, final design, bid phase and construction phase engineering services for proposed improvements as defined in this scope document. The work associated with these engineering services is separated into the following tasks: ■ Design Phase Services ■ Bidding Phase ■ Construction Phase DESIGN PHASE SERVICES Task 1 General Project Management and Coordination ENGINEER shall: 1. Attend a project kick-off meeting with City staff. The project kick-off meeting will discuss project objectives, expectations, schedule, deliverables and confirm project goals. Engineer will make a request to the City at the project kick-off meeting for obtaining plant record drawings and other operation data in electronic format. 2. Conduct progress meetings during the project phase with City staff to review work completed to date, project schedule, and other issues. It is assumed six (6) project progress/coordination meetings will be held. 3. Coordinate with project team to complete project tasks and meet project objectives. 4. Perform quality assurance/quality control (QA/QC) procedures during the project phase. Those procedures will include a technical review of interim deliverables (Preliminary Design/30%, 60% and 90%) and Final Bid -Ready documents. Full technical specifications for review will be submitted at 60%. S. Coordinate client review meetings in accordance with City procedures. Reviews are anticipated at Preliminary Design/30%, 60% and 90% completion of design. City review meetings will be held in conjunction with monthly progress meetings. Engineer will review, consolidate and prepare written response to City's review committee. 6. Coordinate external regulatory review with the TCEQ. Meet requirements for notification and submission to the TCEQ for review/approval of documents and design. 7. Perform miscellaneous project management and coordination duties throughout the project, maintain and update project schedule, tracking budget, and prepare invoicing and progress reports. Task 2 Preliminary Engineering Design 1. Plant Data Research, Record Drawing Review, and Site Visits ENGINEER will obtain historical operation data from the WTP with assistance from City and BAWA as applicable. The data request will include but is not limited to: ■ All Record Drawings ■ Raw water flows and plant flows ■ Plant performance data as available (raw water turbidity, dosage of chemicals that are fed upstream of sedimentation, etc.) ■ Electrical power billing records ■ Historical decant flows, City decant operation SOPs, sludge and filter backwash flows ■ Any previous studies pertinent to the plant improvements/expansion/raw water pump stations, forebay liner replacement, and decant pump station, and etc. ENGINEER will review and analyze the data received and develop a basis of design for the improvements. 2. Preliminary Design Evaluation ENGINEER will develop preliminary layout of the new electrical buildings, canal intake and forebay pump replacements, and forebay liner installation, review with the city to obtain feedback and refine the proposed layout. Canal Intake and Forebay Pumps Replacement As stated in the project RFQ, the exiting raw water pumps will be replaced with the same pump type, i.e. vertical turbine pumps. The existing Canal Intake Pump Station MCC Building is space limited and has no room for new electrical equipment based on initial assessment. The preliminary design evaluation will include the following. ■ ENGINEER will perform a hydraulic evaluation for proper sizing of the raw water canal intake and forebay pumps to handle a range of plant flows. ■ ENGINEER will assess the wet well configuration and the pump discharge piping and valve system to validate compliance with the latest Hydraulic Institute (HI) standard and if needed, provide a recommendation for optimal hydraulic conditions for pump operation to protect pump assets for long-term benefits. ■ The Canal Intake Pump Station will also include a bypass pump provision to allow for operational flexibility to bypass the forebay should it be needed. ■ ENGINEER will evaluate impact of addition of adjustable speed drives (ASDs) to the plant's current operation and control strategy. ■ ENGINEER will evaluate a new electrical building to house the new ASDs at the Canal Intake Pump Station. Control of the new pumps and ASDs will be integrated with the plant SCADA system. Field instruments for pump control (level, pressure, etc.) will be evaluated with winterization design for extreme cold weather protection to endure continued operation. ■ For the Forebay Pump Station evaluation, ENGINEER will assess the condition of the two existing adjustable speed drives to determine if there is a need to replace them with the latest technologies. ■ ENGINEER will also assess relocation of the existing security camera to the new Electrical Building at the Canal Intake Pump Station if the existing MCC building need to be demolished. Forebay Liner Replacement The existing forebay liner system consists of a high density polyethylene (HDPE) geomembrane on the side slopes. The existing liner system has developed several holes and ears which have caused a loss of material and paid raw water. The result has been seepage and ponding at the base of the exterior slopes of the forebay pond. The existing liner was installed in 2003. ENGINEER's Subconsultant Terracon will study alternatives to the current system and recommend a solution to replace the current liner system. The general scope of services include: Performing a site visit to inspect the current liner system and discuss issues identified with this system with the site personnel. ■ Reviewing geotechnical data and survey information that will be provided by the team. ■ Development of forebay repair and liner system alternatives. ■ Recommendation for the proposed liner system and repair alternatives. 3. Sub -discipline preliminary design support to address structural and ancillary architectural, HVAC, electrical, instrumentation and control modifications, and civil site work improvements. ■ Conduct building code review. Develop preliminary foundation design for new electrical buildings. Evaluate pump concrete pads and piping supports and make improvement recommendations as needed. ■ Verify existing HVAC conditions at Forebay Pump Station electrical building. Develop one HVAC concept for the two electrical buildings. Perform preliminary HVAC calculations and provide preliminary HVAC equipment selections. ■ Perform an electrical evaluation of both pump stations. Prepare preliminary electrical one line diagram for Canal Intake Pump Station and Raw Water Pump Station. Develop preliminary Electrical Building layouts for both pump stations. ■ Develop preliminary process and instrumentation diagrams (PIDs) and SCADA network architecture system integration. ■ Preliminary detention and drainage analysis. 4. ENGINEER will perform constructability reviews to identify construction concerns, site constraints, and associated costs. ENGINEER will identify overall construction activities in sequence, and address maintenance of plant operations to minimize impacts during construction. S. ENGINEER will prepare a quantity take -off and preliminary opinion of construction cost estimate for recommended improvements identified above. 6. ENGINEER will prepare a DRAFT Preliminary Engineering Report (PER) and submit to City/BAWA for Review. The DRAFT PER will be submitted with the 30% design deliverable. Incorporate review comments and issue FINAL PER. 7. Decant Pump Station Study ENGINEER will perform an analysis of the existing decant pump station which will include the following: ■ Analyze existing raw sludge flow and filter backwash waste flow ■ Predict future filter backwash waste flow expected upon completion of the air scour filter improvement project. (Designed by Ardurra) ■ Analyze historical decant flows to evaluate if the existing decant pump station wet well has adequate storage volume between pump on and off cycles ■ Assess the existing decant pumps to determine they are sized appropriately ■ Evaluate current practice of decant operations, such as drawn -off duration and frequency, and develop a standard operating procedure for the City. ■ Evaluate replacement options including 1) vertical turbine pump station (same as the existing); and 2) submersible centrifugal pump station. Results from the study will develop near -term recommendations to enhance decant operation to reduce excessive flows to the pump station. In addition, recommendations for a future Decant Pump Station Improvements Project will be made, along with a cost opinion for City's CIP planning. Work effort will be documented in a section of the PER. 8. Deliverables: Electronic PDF of Draft PER, 30% plans and specification Table of Content Electronic PDF of Final PER Task 3 Final Design 1. Plans and Specifications: a) ENGINEER and Subconsultants, will prepare complete contract documents (plans and specifications) for constructing the proposed improvement work. Plans and specifications will be developed at 60%, 90%, and Final Bid -Ready Documents. b) ENGINEER and Subconsultants, will use a combination of City and Ardurra's standard specifications modified as necessary to accommodate local conditions. Specification format will be Ardurra standard format. 2. Cost Estimate: ENGINEER and Subconsultants will develop a quantity take -off and prepare an opinion of probable construction cost (OPCC) and include it with each submittal. 3. Coordinate with City Building Permitting review. 4. Sub -discipline design support to address structural and ancillary architectural, HVAC, electrical, instrumentation control and SCADA, yard piping, as well as site civil improvements required for the project. a) Structural and architectural design for the new electrical buildings, perform building code and life safety analysis, and coordinate with Texas Department of Licensing Regulation (TDLR) and prepare and submit required design documents for ADA compliance review. b) Building mechanical and HVAC design necessary to accommodate proposed improvements, including final detailed calculations, equipment selections and code review verification. c) Electrical, instrumentation, control and SCADA upgrades necessary to accommodate the proposed improvements, and integration of new pump system control and PLCs with plant SCADA system. d) Site civil design including grading, paving, drainage, and a stormwater pollution prevention plan (SWPPP) to address erosion and sediment control strategies during construction, prepare TCEQ Notice of Intent (NOI) forms, and develop construction costs for SWPPP measures. S. Site Topographic Survey Conduct a site topographic survey of project improvements area to locate existing utilities, structure elevations, and locate geotechnical borings on the topographic survey maps. The site topographic survey will be performed by Subconsultant AGS and comprise of the following: Horizontal & Vertical Control: Horizontal and Vertical Datum will be based on Harris County Floodplain Reference Markers: ■ Horizontal Datum: Texas South Central 4204 (NAD83), 2001 Adj. ■ Vertical Datum: North American Vertical Datum (NAVD88), 2001 Adjustment Topographic Survey: The boundary survey will substantially comply with the current Texas Society Standards and Specifications for a Category 6, Condition II. ■ Utility research of record maps of the public and private utilities (Storm, Sanitary, Water, Electric, Gas, Telephone, Cable, Fiber Optic) will be obtained from both public and private entities. We will also contact the 811, or like request all underground utilities be marked along the survey boundary prior to initiating the field survey. Detail topographic survey of the existing pump stations and forebay within the site boundary. ■ 50' Grid including grade breaks and improvements Subconsultant AGS field crews will coordinate on site with ENGINEER to capture details of the improvements within the project area to be surveyed. Probing or any excavation work to obtain utility information is beyond the scope of project and communication manholes will not be opened under the scope of this project. The information on electric and communication cable/conduit lines are typically shown based on the available record drawings. The survey deliverable will be an AutoCAD drawing of the topographic survey. The drawing will be complying to the City of Baytown and BAWA requirements. 6. Geotechnical Investigation The purpose of this study is to explore the subsurface conditions at the proposed WTP improvements project in City of Baytown and to develop geotechnical recommendations pertinent to the design and construction of the proposed structures and forebay liner. Subconsultant Geotest will perform the following: ■ Provide utilities clearance for new boring locations. It includes: o all Texas 811 referencing with street name and Key Map block number; and o mark the boring location and coordinate with representative of utility companies as well as plant representatives to clear the marked boring locations. ■ Drill and sample a total three (3) borings to depths ranging from 25 to 30 feet. ■ Convert one (1) boring into a piezometer for steady state long term water level measurements. The proposed boring/piezometer program is shown on Table 1. ■ Perform laboratory tests on selected representative soil samples to determine the engineering properties of the soils and to select design soil parameters. Perform engineering analyses to develop geotechnical recommendations including, foundation recommendations for the new electrical buildings and forebay liner properties, bedding and backfill for underground utilities (if any), structural fill and general earthwork recommendations. ■ For forebay liner replacement, the laboratory testing and design criteria may include the following: o The laboratory tests include moisture content, Atterberg limits, swell index, and hydraulic conductivity. o Assist ENGINEER with design recommendations for forebay liner material type, hydraulic conductivity, compaction requirements, suitability of on -site material for subgrade preparation, and need for underdrain system including design criteria. o Review and provide comments on the construction drawings and provide recommendations for the testing criteria per manufacturer specification during construction. ■ Prepare a geotechnical report including boring logs and test data, groundwater conditions, generalized subsurface conditions, site seismic classification and recommendations outlined as above. Table 1 Proposed Borings/Piezometer Program Proposed Boring Piezometer Boring Description Boring No. Depth Footage Depth Footage Number Number (feet) (feet) (feet) (feet) Electrical Buildings GB -I & GB- 2 25 50 Forebay Liner G13-3 1 30 1 30 1 30 30 7. Detention and Drainage Study Subconsultant AGS will perform the following: ■ Perform a hydraulic impact analysis to determine required drainage improvements due to proposed development and increase in impervious cover. Prepare supporting documents to analyze existing storm water drainage system and develop an updated storm water drainage plan for the proposed improvements. This is coupled with preparation and submission the storm water drainage permit, and water quality report to City Building Permit, Harris County Flood Control District inclusive of all supporting studies as required to facilitate permits review and approval. 8. Forebay Sediment Depth Survey Subconsultant AGS will conduct a sediment depth survey inside the forebay to quantify the sediment in the basin. This is to facilitate development of the quantity take -off and construction cost opinion for sediment removal. ■ Grid survey of sediment depth in forebay ■ Collection of three composite samples for pH and dry solids analysis 9. Deliverables: ■ Electronic PDF of the submittal drawings, Technical Specifications, and OPCC for each deliverable BID PHASE SERVICES 1. ENGINEER and Subconsultants will provide electronic copy of bid -ready set to the city. The City is responsible for bid advertising. Engineer will attend the pre -bid meeting and site walkthrough and bid opening. 2. ENGINEER and Subconsultants will respond in writing to questions from bidders, prepare and issue addenda, including drawings and specifications and necessary interpretations and clarifications of the Contract Documents, coordinate with City, as necessary. 3. ENGINEER will prepare bid tabulation, evaluate bids, and submit a letter of recommendation of award. The evaluation will include: a) Check for math errors and reconcile any mathematical discrepancies b) Review for unbalanced bid items c) Certified Bid Tabulation including Engineer's estimate d) Review of contractor's financial standing and references e) Explanation of discrepancies between the Engineer's estimate and bids f) Recommendation to award 4. ENGINEER and Subconsultants will prepare conformed documents. Conformed Documents including ■ Electronic PDF of conformed plans and specifications ■ Three full size sets of plans and specifications 5. ENGINEER will attend Council Meeting and Recommendation for award of Construction Contract. CONSTRUCTION PHASE SERVICES 1. ENGINEER will attend pre -construction meeting to provide information & answer questions. 2. ENGINEER will attend monthly construction progress meetings and site visits. It is assumed that construction duration will include eighteen (18) months from start to substantial completion, and two (2) more months to final acceptance. Construction Management and field inspection services will be provided by the City. In conjunction with monthly progress meeting, ENGINEER will make site visits to observe, as an experienced and qualified design professional, the progress and quality of the various aspects of Contractor's work. Such visits and observations by ENGINEER are to include spot checking, selective review, and similar methods of general observation of the work based on Engineer's exercise of professional judgment. Based on information obtained during such visits and such observations, ENGINEER shall endeavor to determine in general if such work is proceeding in accordance with the Contract Documents and Engineer shall keep City informed of the progress of the work. 4. ENGINEER will Review and approve contractor pay applications coordinating with City Construction Manager. Construction Management and Inspection services are provided by Others. 5. Perform project management and contract administration duties similar to those in the previous phases, throughout construction. 6. Submittal, RFI, and RCO Review a) ENGINEER and Subconsultants will review and comment on Contractor's submittals, RFIs, RCOs including coordination with the City on Change Directives and Change Orders. b) ENGINEER and Subconsultants will provide interpretive guidance for Contractor and City in resolution of problems. 7. Substantial Completion and Final Acceptance a) ENGINEER and Subconsultants will review progress of work for Substantial Completion (in the form of a Substantial Completion walkthrough inspection); with production of punch list; substantiation that items are completed; and issue Certificate of Substantial Completion with concurrence of the City. b) ENGINEER and Subconsultants will conduct a final inspection to substantiate that the completed work of Contractor is acceptable to certify work completion and issue Certificate of Final Acceptance with concurrence of the City. 8. Record Drawings a) ENGINEER will coordinate with general contractor and sub -contractors to obtain complete record of As Built "redlines". b) ENGINEER and Subconsultants will prepare Record Drawings from Contractor's As Built "redlines" in electronic format (CD) & hard copy format. c) Deliverables: 0 Electronic PDF of Record Drawings. Ell 1111. Kill 11111111111111111' Kill I 1- 111111111 11111, 111111111'Pill 1111111, 111' Ell 111111 MINIMUM[ I I IIII 11111111111111oil 111111 Exhibit B Level of Effort AACE - Responsible for HVAC, Plumbing, and Fire Protection RACE Estimated Mamhours Position Principal 4A/QU TeahnIng Specialist Sr. PM Mid Eng.4/5 FIT Eng.l Atlmin 2 sr. Admin 5/Ac<t AACE- Total Hours AACF Bubtotal Labor Cost RACE Subtotal Pate $ 203.00 $ 164.00 $ 150.00 $ 133.00 $ 85.00 $ 50.00 $ 69.00 IHrsl I$ 151 Task subtask Task Oessriptloa DESIGN PHASE ik 1. GENERAL SERVICES PROIECF. MENT AND COORDINATION 1 Project Kickroff Meeting loalinel 2 2 $ 266.00 $ 266.00 3 Internal Pr0'ect Team Coordinati0n and Meetings 6 12 12 30 5 3,516.00 5 3,S I6.00 4 OA/OC and Technical Review (30%, 60%, 90%, & Final Bid- Ready) 14 14 $ 2,296.00 $ 2,29600 5 One Review (30%, 60%, 90%) and Submittal Comments Incorporation, CDmmenls-Response Lag Preparation 4 4 5 340.00 $ 3411 nn Project Schedule, Filing, Invoicing, Progress Report & Contract Adminislretian(Final Design Phase) 10 22 32 $ 3.543,00 5 3,118 00 T351t`17bigNERAL PROJECT MANAGEMENTANDCOORDINATION 10 14 6 14 -- t6 0 22 82 $ 9,966.00 $ 9,966.00 Task 2. PRELIMINARY ENGINEERING DESIGN 21 1 1 Plant Data Research, Record Drawing Review, and Site Visits 8 8 $ 1,064.00 $ 1,064.00 3 Subdiscipline Preliminary Design Support(HVAC) I 20 20 2 154 5 12,03109 5 17,031.00 Task Z. PRELIMINARY ENGINEERING DESIGN T 0 o Ta TD T 0 162 $ 18,09500 $ 18,095.00 Task 3. FINAL DESIGN 4 Subdiscipline Design Support(HVAC) HVAC Drawings l6 sheets) 8 25 25 0 ISE $ 17.924-00 5 17,974on Technical Specifications(full specs for 60%,90%,and Final Bid ready) 4 10 ]0 8 32 $ 3,544.00 $ 3,54400 Cost Estimate D date & Review (60%, 90%, & Final bid -ready) 1 6 4 11 $ 2 34100 $ 3,341 no Task 3. fINAI DESIG 8 201 $ 22,859.Oo $ - 22.859.00 30f9 Exhibit B Level of Effort AACE- Responsible for HVAC, Plumbing, and Fire Protection PACE Estimated Man-hours Position Principal CWQC/ Tethecal Specialist SC PM MId.Eng.4/5 EIT Eng.l Admin2 Sr. Admin 5/a. AACf - Total Hours AACESubtotal labor Coxt AACE Subtotal Rate $ 203.00 5 154.00 $ 350.00 $ 133.00 $ 85.00 $ 50.00 $ 69.00 IHrs) I51 I51 Task Subtask cask Description BIDDING PHASE SERVICES 2 Respond to Bidder Questions,Prepare&Issue Addenda 1 4 2 1 8 $ 9)4.00 $ 974.00 4 Prepare Conformed Daaments 1 1 2 1 5 $ 95.00 $ 95.do CONSTRUCTION PHASE 6 SERVICES ISubmittal, RFI, CO Review Submittals, assume 25%resubmittals 5 25 25 5 6"141 $ 6,810.00 RFI Review and Response 5 5 S 3 1$ 2,312.00 ] Substantial Completion and Final Acceptances Final completion inspection and final acceptance 1 e 1 1 11,421.00 Review contractor as -built redlines and Prepare R8Drawings 1 1 4 1 )$ 74500 TOTAL BASICSERVICES 44 14 6 227 214 ) 42 554 $ 63,]5).00 $ 63,)5).00 Page 4 of 9 : .! ! !; .4 ,,.. !-!,!„ a ;, , r; |\ | §! :;!§ •!!! ! !§!i!«#K - -- - -- - - - - - - - - - - - - -- --- „ , -■ 8888 88 8 , 8,888888 ||« ! ! ! \ E) '§ 8s88gs!! ...................... {( � f -. , ., ............. . ...�,,,, ) �\ / |!| : : ! ;•, !r! ;,!| ! ]§ll,,, { §{ S \) :ll,z:l..,l, \/ §w ! i!!G wM G|!!|!!! 23 7 99 r! !! < \§! ;°) \ : 888 - ; ;; \;\.Q\ ;:\ !!_ § : ;il: �; #B■ «K ! - „wo .§/ �\ --- �� - - - ! , ,.\ L5 _- ({1. _ 1. 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