MDD Resolution No. 435 RESOLUTION NO. 435
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE BAYTOWN
MUNICIPAL DEVELOPMENT DISTRICT AUTHORIZING THE GENERAL
MANAGER TO EXECUTE A CONSULTING SERVICES AGREEMENT WITH
CAROLLO ENGINEERS, INC., FOR CONSTRUCTION MANAGEMENT AND
ADMINISTRATIVE SUPPORT SERVICES FOR THE CONVENTION CENTER AND
HOTEL LIFT STATION PROJECT; AUTHORIZING PAYMENT IN AN AMOUNT
NOT TO EXCEED ONE HUNDRED EIGHTY-SEVEN THOUSAND SIXTY-NINE
AND NO/100 DOLLARS ($187,069.00); MAKING OTHER PROVISIONS RELATED
THERETO; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF.
BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE BAYTOWN MUNICIPAL
DEVELOPMENT DISTRICT:
Section 1: That the Board of Directors of the Baytown Municipal Development District
hereby finds that the expenditures authorized herein are for improvements, which satisfy the purposes for
which the funds can be expended pursuant to Chapter 377 of the Texas Local Government Code and/or
Section 3888.102 of the Special District Local Laws Code. All required findings pursuant thereto are
hereby declared to have been made and adopted as findings of the Board of Directors.
Section 2: That the Board of Directors of the Baytown Municipal Development District
hereby authorizes the General Manager to execute a Consulting Services Agreement with Carollo
Engineers, Inc., for construction management and administrative support services for the Convention
Center and Hotel Lift Station Project. A copy of said agreement is attached hereto as Exhibit "A," and
incorporated herein for all intents and purposes.
Section 3: That the Board of Directors of the Baytown Municipal Development District
hereby authorizes the payment of an amount not to exceed ONE HUNDRED EIGHTY-SEVEN
THOUSAND SIXTY-NINE AND NO1100 DOLLARS ($187,069.00) to Carollo Engineers, Inc., in
accordance with the agreement referenced in Section 2 hereof.
Section 4: This resolution shall take effect immediately from and after its passage by the
Board of Directors of the Baytown Municipal Development District.
INTRODUCED, READ and PASSED by the affirmative vote of the Board of Directors of the
Baytown Municipal Development District this the 4t��BND6"��cA7pff
ember, .
ILLO, #resident
ATTEST:
G,V.,
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ANGELA WKSON, Assistant Sec=et
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APPROVED AS TO FORM: `
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KAREN LA4ORNER, General Counsel
RAKaren AndersonlRESOLUTIONSIMDDQ021.10.071Resolution-Consul tingServicesAgr-CarolloEngineers-8aylandlslandLiflStation.docx
Exhibit "A"
STATE OF TEXAS §
COUNTY OF HARRIS §
This Agreement (this "Agreement") entered into by and between Carollo Engineers, Inc.,
(hereinafter "Consultant") and the Baytown Municipal Development District, a political
subdivision of the State of Texas and the City of Baytown, located in Harris County, Texas (the
"District").
1. Scope of Services/Consultant Fees
This Agreement authorizes Consultant to perform Construction Mangaement and Administration
Support services for Convention Center and Hotel Lift Station Project (the "Work") for and on
behalf of the District. 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 ONE HUNDRED EIGHT-SEVEN THOUSAND SIXTY- NINE AND
NO/100 DOLLARS($187,069.00). 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 Professional Fees
a. The District shall pay Consultant in installments based upon monthly progress
reports and detailed invoices submitted by the Consultant based upon the following:
1. Design Phase Services(Lump Sum)...........................................................$0.00
2. Bid Phase Services (Hourly Not to Exceed)...............................................$0.00
3. Construction Phase Services (Hourly Not to Exceed).....................$187,069.00
4. Additional Services (Lump Sum) ..............................................................$0.00
(These services require independent and specific advance,written authorization)
5. Reimbursable Expenses (Not to Exceed)....................................................$0.00
6. Total................................................................................................$187,069.00
b. For an agreed contract amount identified as "Lump Sum," "Not to Exceed" and
"Reimbursable," Consultant shall not exceed the fixed contractual amount without
written authorization in the form of a Contract amendment.
C. Reimbursable Expenses, as shown in Exhibit "B" are itemized by work category.
Reimbursable Expenses shall be invoiced AT COST, without subsequent markup
by Consultant. All invoices containing a request for Reimbursable Expenses shall
include copies of the original expense receipts itemized per allowable category.
(1) Allowable reimbursable Expenses include:
(a) Hard copy reproductions, copies, and/or binding costs;
(b) Postage;
Agreement for Consulting_Services,Page 1
(c) Mileage, for travel from Consultant's local office (within a 25-mile
radius) to meetings the 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 I00miles; and
(e) Lodging expenses for destinations beyond 100 miles from
Consultant's local office AND when business hours exceed eight
hours within one business day OR when Consultant's services
require more than one eight-hour day at the destination; provided
such expenses has been approved in writing by the District.
(2) Disallowed Expenses include travel expenses for professional expertise
traveling into the Greater Houston Area from Consultant's office outside the
Greater Houston Area.
d. Consultant shall invoice based upon total services actually completed during the
applicable month. Invoices and all required or requested backup information shall
be tendered no more often than once a month. Consultant shall not invoice the
District for services or expenses that were incurred more than sixty(60)days before
the date of the invoice. Failure to timely invoice the District for services or
expenses shall result in Consultant's invoice being denied.
e. In the event of a disputed or contested invoice, the District 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 the District'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 the District 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
The District reserves the right to approve or reject from the Work any employees of
Consultant.
Agreement for Professional Services,Page 2
4. Designation and Duties of the District's Representative
a. The District's Director of Public Works and Engineering or his designee shall act as
the District's Representative.
b. The District's Representative shall use his best efforts to provide nonconfidential
District records for Consultant's usage on the Work and to provide access to
District's property and easements. However, the District does not guarantee the
accuracy or correctness of the documents so provided. Notwithstanding the
foregoing, Professional shall be entitled to use and rely upon information provided
by the District in performing the services required under this Agreement only to the
extent and level specified by the District in writing for each document provided.
Nothing contained herein shall be construed to require the District to provide such
records in any certain format. The format in which the existing data and
documentation will be provided shall be at the sole discretion of the District.
5. Standards of Performance
a. Consultant shall perform all services under this Agreement with the care and skill
ordinarily used by members of Consultan'ts profession practcing under the same or
similar circumstances, time and locality. Opinion of probable cost shall be based
upon the Consultant's experience and represents its professional judgment as an
experienced and qualified professional. Each submittal of opinion of probable cost
shall be commensurate with the project design.
Consultant shall be responsible for the technical accuracy of its services and
documents resulting therefrom, and the District 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 the District or that the construction
specified is bid by the District.
(2) If any such equipment is specially manufactured, it shall be identified to the
District,and the Contractor and the Seller shall present sufficient data to the
District to support the design and the suitability of the equipment.
(3) All materials specified on any District project shall be in accordance with
City, ASTM, ACI, and AASHTO specifications,and with other recognized
standards. Proprietary material or other materials for which no generally
Agreement for Professional Services,Page 3
recognized standards exist may be used provided there has been at least five
years of proven experience in the field,and such satisfactory documentation
has been approved by the District'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 District. The District's approval, acceptance,use of
or payment for all or any part of Consultant's services hereunder or of the
Work itself shall in no way alter Consultant's obligations or the District's
rights under this Agreement. As applicable, Consultant shall provide the
District with record"as-built"drawings relating to the Work,in an electronic
format that is acceptable to the District. The District 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 City standards. Other support documents
Agreement for Professional Services,Page 4
for example structural calculations, drainage reports and geotechnical
reports, shall be submitted in hard copy only. All Record Drawings
electronic files shall be submitted to the District in PDF/T1F format.
6. Schedule
Consultant shall not proceed with the Work or any stage thereof until written notice to proceed is
provided by the District's Representative. Consultant's obligation to render services specified in
Exhibit B will be for the entire period necessary for the final completion of the construction of the
Work. If the Consultant contributes to any delay in the schedule,Consultant will have no right to
seek and shall not be entitled to any additional compensation.
7. Instruments of Service
Upon execution of this Agreement, Consultant grants to the District an ownership interest in the
Instruments of Service. Consultant shall obtain similar interests from the District and Consultant's
consultants consistent with this Agreement. As noted in Articles 5& 11,Consultant shall be required
to tender to the District all Instruments of Service. With such ownership interest, it is expressly
understood by the parties hereto that the District may use the Instruments of Service for any purposes
which the District sees fit, including, but not limited to, subsequent construction, reconstruction,
alteration, and/or repairs of the Project. As a condition to the District's use of the Instruments of
Service, the District hereby expressly agrees to remove Consultant's name and all references to
Consultant and its consultants from the Documents. Provided that this Agreement is not terminated
for cause by the District,the District shall release any and all claims which the District could make
arising out of or in connection with any reuse of the documents by the District.
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 the
District, its officials, employees and agents. Any insurance or self-insurance
maintained by the District, 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
0 General Aggregate: $2,000,000
i Products&Completed Operations Aggregate: $2,000,000
■ Personal &Advertising Injury: $1,000,000
AUrccment for Professional Services,Page 5
■ Per Occurrence: $1,000,000
■ Fire Damage$500,000
■ Waiver of Subrogation required.
■ Coverage shall be broad form.
■ No coverage shall be deleted from standard policy without
notification of individual exclusions being attached for review and
acceptance.
2. Business Automobile Policy
■ Combined Single Limits: $1,000,000
® Coverage for"Any Auto"
■ Waiver of Subrogation required.
3. Errors and Omissions
■ Limit: $1,000,000 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 the District.
5. The District and the City of Baytown, as well as their respective 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.
Agreement for Professional Services,Page 6
6. Upon request and without cost to the District, certified copies of all
insurance policies and/or certificates of insurance shall be furnished to the
District.
7. Upon request and without cost to the District, loss runs (claims listing) of
any and/or all insurance coverages shall be furnished to the District.
8. All insurance required herein shall be secured and maintained in a company
or companies satisfactory to the District, and shall be carried in the name
of Consultant. Consultant shall provide copies of insurance policies and
endorsements required hereunder to the District on or before the effective
date of this Agreement.
9. Indemnification and Release
CONSULTANT AGREES TO AND SHALL INDEMNIFY AND HOLD
HARMLESS AND DEFEND THE DISTRICT AND THE CITY OF
BAYTOWN, ALONG WITH THEIR RESPECTIVE OFFICERS,
AGENTS, AND EMPLOYEES (HEREINAFTER REFERRED TO AS
THE "DISTRICT") 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
PROFESSIONAL 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 THE DISTRICT, THAT THE INDEMNITY
PROVIDED FOR IN THIS PARAGRAPH IS INDEMNITY BY
CONSULTANT TO INDEMNIFY AND PROTECT THE DISTRICT
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
Agreement for Professional Services,Page 7
CONNECTION WITH THIS AGREEMENT. SUCH INDEMNITY
SHALL NOT APPLY, HOWEVER, TO LIABILITY ARISING FROM
THE PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE OF
PERSONS THAT IS CAUSED BY OR RESULTS FROM THE
NEGLIGENCE OF ANY PERSON OTHER THAN THE
CONSULTANT'S PARTIES. IN THE EVENT THAT ANY ACTION
OR PROCEEDING IS BROUGHT AGAINST THE DISTRICT FROM
WHICH THE DISTRICT IS INDEMNIFIED, CONSULTANT
FURTHER AGREES AND COVENANTS TO DEFEND THE ACTION
OR PROCEEDING BY LEGAL COUNSEL ACCEPTABLE TO THE
DISTRICT. THE INDEMNITY PROVIDED HEREINABOVE SHALL
SURVIVE THE TERMINATION AND/OR EXPIRATION OF THIS
AGREEMENT.
By this Agreement, the District does not consent to litigation or suit,and the District
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 the District's
sovereign immunity.Consultant assumes full responsibility for its services performed
hereunder and hereby releases, relinquishes and discharges the District, its officers,
agents, and employees from all claims, demands, and causes of action of every kind
and character,including the cost of defense thereof, for any injury to or death of any
person (whether they be either of the parties hereto, their employees, or other third
parties)and any loss of or damage to property(whether the property be that of either
of the parties hereto, their employees, or other third parties) that is caused by or
alleged to be caused by, arising out of, or in connection with Consultant's services to
be performed hereunder. This release shall apply with respect to Consultant's
services regardless of whether said claims,demands,and causes of action are covered
in whole or in part by insurance.
10. Subcontractors and Subconsultants
Consultant shall receive written approval of the District's Representative prior to the use of any
subcontractors or subconsultants. A copy of all proposed contracts with subconsultants and/or
subcontractors shall be given to the District before execution of such contracts.
11. Termination of Consultant
The District,besides all other rights or remedies it may have, shall have the right to terminate this
Agreement without cause upon written notice from the District's General Manager to Consultant
of the District's election to do so. Furthermore, the District 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;
Agreement for Professional Services,Page 8
b. failing to pay any payments due the city, state, or federal government from
Consultant or its principals, including, but not limited to, any taxes, fees,
assessments, liens, or any payments identified in this Agreement;
C. the institution of voluntary or involuntary bankruptcy proceeding against
Consultant;
d. the dissolution of Consultant;
e. refusing or failing to prosecute the Work or any separable part,with the diligence
that will ensure its completion within the time specified in this Agreement;
f. failing to complete Work within the time period specified in this Agreement;
and/or
g. the violation of any provision of this Agreement.
Upon delivery of any notice of termination required herein, Consultant shall discontinue all
services in connection with the performance of the Agreement. Within ten(10)days after receipt
of the notice of termination,Consultant shall submit a final statement showing in detail the services
satisfactorily performed and accepted and all other appropriate documentation required herein for
payment of services. At the same time that the final statement is tendered to the District,
Consultant shall also tender to the District'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
the District. No final payment will be made until all such instruments of service and materials
supplied are so tendered.
If this Agreement is terminated for cause,Consultant shall be liable for any damage to the District
resulting therefrom. This liability includes any increased costs incurred by the District in
completing Consultant's services. The rights and remedies of the District 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 the District's request and at no cost to the District, the District will be entitled
to review and receive a copy of all documents that indicate work on the Project that is subject to
this Agreement.
13. Supervision of Consultant
Consultant is an independent contractor and the District neither reserves nor possesses any right
to control the details of the Work performed by Consultant under the terms of this Agreement.
14. Billing
The District shall have thirty (30) days to pay Consultant's invoices from the date of receipt of
such invoices and necessary backup information. All invoices must identify with specificity the
work or services performed and the date(s) of such work or services. In the event of a disputed or
contested invoice, the parties understand and agree that the District may withhold the portion so
contested,but the undisputed portion will be paid. Consultant shall invoice the District for work
performed no more than once a month and may not invoice the District for work not performed.
Invoices shall be received by the District no later than sixty calendar (60) days from the date
Agreement for Professional Services,Page 9
Consultant and/or its subconsultants perform the services or incur the expense. Failure by Consultant
to comply with this requirement shall result in Consultant's invoice being denied and the District
being relieved from any liability for payment of the late invoice.
15. Verifications.
Consultant hereby agrees and verifies that it:
a. does not boycott Israel and will not boycott Israel during the term of the contract
to be entered into with the District;
b. does not boycott energy companies and will not boycott energy companies during
the term of the contract to be entered into with the District; and
C. does not have a practice, policy, guidance, or directive that discriminates against a
firearm entity or firearm trade association and will not discriminate during the
term of the contract against a firearm entity or firearm trade association.
In making this verification, Consultant understands that the following definitions apply:
a. "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 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.
b. "Boycott energy company" means, without an ordinary business purpose, refusing
to deal with, terminating business activities with, or otherwise taking any action
that is intended to penalize, inflict economic harm on,or limit commercial relations
with a company because the company:
1. engages in the exploration, production, utilization, transportation, sale, or
manufacturing of fossil fuel-based energy and does not commit or pledge to
meet environmental standards beyond applicable federal and state law; or
2. does business with a company described by Subsection b.l of this Section.
C. "Discriminate against a firearm entity or firearm trade association" means, with
respect to the entity or association, to:
1. refuse to engage in the trade of any goods or services with the entity or
association based solely on its status as a firearm entity or firearm trade
association;
2. refrain from continuing an existing business relationship with the entity or
association based solely on its status as a firearm entity or firearm trade
association; or
3. terminate an existing business relationship with the entity or association
based solely on its status as a firearm entity or firearm trade association;
but does not include:
1. the established policies of a merchant, retail seller, or platform that restrict
or prohibit the listing or selling of ammunition, firearms, or firearm
accessories; and
2. a company's refusal to engage in the trade of any goods or services,decision
to refrain from continuing an existing business relationship, or decision to
terminate an existing business relationship:
Agreement for Professional Services,Page 10
(a) to comply with federal, state, or local law, policy, or regulations or
a directive by a regulatory agency; or
(b) for any traditional business reason that is specific to the customer or
potential customer and not based solely on an entity's or
association's status as a firearm entity or firearm trade association.
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 the District for inspection,
copying or transcription or its authorized representatives within fifteen days of the
District'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:
For the District:
Agreement for Professional Services,Page i 1
BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT
Attn: General Manager
P. O. Box 424
Baytown, Texas 77522-0424
For Consultant:
Carollo Engineers Inc.
Attn: Meera Victor
10375 Richmond Avenue, 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 the District only. No person or entity not a signatory to this Agreement shall be
entitled to rely on Professional's performance of its services hereunder, and no right to assert a
claim against Professional by assignment of indemnity rights or otherwise shall accrue to a third
party as a result of this Agreement or the performance of Professional's services hereunder.
21. No Right to Arbitration
Notwithstanding anything to the contrary contained in this Agreement,the District and Consultant
hereby agree that no claim or dispute between the District 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 the District is subjected to an arbitration proceeding notwithstanding this
provision, Consultant consents to be joined in the arbitration proceeding if Consultant's presence
is required or requested by the District 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 the District 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. The District and
Consultant accept and agree to these terms.
Agreement for Professional Services,Page 12
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 the District's General Manager of such sale or
assignment. The District may require any records or financial statements necessary in its opinion
to ensure such sale or assignment will be in the best interest of the District.
25. Headings
The headings used in this Agreement are for general reference only and do not have special
significance.
26. Severability
All parties agree that should any provision of this Agreement be determined to be invalid or
unenforceable, such determination shall not affect any other term of this Agreement, which shall
continue in full force and effect.
27. Ambiguities
In the event of any ambiguity in any of the terms of this Agreement, it shall not be construed for
or against any party hereto on the basis that such party did or did not author the same.
28. Authority
The officers executing this Agreement on behalf of the parties hereby represent that such officers
have full authority to execute this Agreement and to bind the party he/she represents.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiple
copies, each of which shall be deemed to be an original, but all of which shall constitute but one
and the same Agreement on the day of , 2021, the date of execution by the General
Manager of the Baytown Municipal Development District.
BAYTOWN MUNICIPAL
DEVELOPMENT DISTRICT
RICHARD L. DAVIS, General Manager
ATTEST:
ANGELA JACKSON, Assistant Secretary
APPROVED AS TO FORM:
KAREN L. HORNER, General Counsel
Agreement for Professional Services,Page 13
i
CONSULTANT:
Carollo Engineers, Inc.
(Company Name)
(Signature)
�v�`12A UICTt�` AIL—rl1 13ntt ,, c �
(Printed Name)
(Title)
STATE OF TEXAS §
COUNTY OF HARRIS §
Before me on this day personally appeared 1 �t � �]CZOg in his/her
capacityas 1/1CL P(zi-'zstnr_�-4'; of Carollo Engineer, Inc., on behalf of such
corporation/other,
® 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 Zj-_day of Or--r( U k a,2011.
Mbar—
"" o% CHRISTINAL JUCKES d
'•" «< Notary Public in and for a State of Texas
My Notary ID#124064252
Expires Decembar 10,2021
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Agreement for Professional Services,Page 14