BAYTOWN AREA WATER AUTHORITY

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2 BAYTOWN AREA WATER AUTHORITY 1. a. SPECIAL MEETING Meeting Date: 04/26/2017 Subject: Third Amendment to the Professional Services Agreement for the BAWA 6MGD Surface Water Treatment Plant Design Project Prepared For: Jose Pastrana, Engineering Prepared By: Linda Newsted, Engineering Information ITEM Consider a resolution authorizing the Third Amendment to the Professional Services Agreement with Jones & Carter, Inc., for the Baytown Area Water Authority 6 MGD Surface Water Treatment Plant. PREFACE This proposed resolution authorizes the Third Amendment to the Professional Services Agreement with Jones & Carter, Inc., for the Baytown Area Water Authority ("BAWA") 6 MGD Surface Water Treatment Plant Project in the amount of $122,000. This amendment requires Jones and Carter to: 1. address the issues identified in the final geotechnical report, including poor soil bearing capacities and other issues, by revising the structural foundation design, dewatering plans and associated designs and plans; and 2. modify the site paving and drainage design in order to tie into the new proposed southern access road, which will provide a route for 18-wheeler trucks from the opposite direction of the original design. State law requires that before BAWA may enter into a contract, the City Council must approve the same. If this resolution is approved by the BAWA Board, the City Council will consider this agreement at its meeting on April 27, RECOMMENDATION Staff recommends approval. Fiscal Impact Fiscal Year: Acct Code: WASF1665 Source of Funds (Operating/Capital/Bonds): BAWA CIPF Funds Budgeted Y/N: Amount Needed: $122, Fiscal Impact (Additional Information):

3 Resolution - 3rd Amendment Exhibit A - 3rd Amendment Attachments

4 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE BAYTOWN AREA WATER AUTHORITY AUTHORIZING THE THIRD AMENDMENT TO THE PROFESSIONAL SERVICE AGREEMENT WITH JONES AND CARTER, INC., FOR THE BAYTOWN AREA WATER AUTHORITY SIX MILLION GALLON SURFACE WATER TREATMENT PLANT; AUTHORIZING PAYMENT IN AN AMOUNT NOT TO EXCEED ONE HUNDRED TWENTY-TWO THOUSAND AND NO/100 DOLLARS ($122,000.00); MAKING OTHER PROVISIONS RELATED THERETO; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. ************************************************************************************* BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE BAYTOWN AREA WATER AUTHORITY: Section 1: That the Board of Directors of the Baytown Area Water Authority hereby authorizes the Third Amendment to the Professional Service Agreement with Jones and Carter, Inc., for the Baytown Area Water Authority Six Million Gallon Surface Water Treatment Plant. A copy of the amendment is attached as Exhibit A and incorporated herein for all intents and purposes. Section 2: That the Board of Directors of the Baytown Area Water Authority hereby authorizes the payment of an amount not to exceed ONE HUNDRED TWENTY-TWO THOUSAND AND NO/100 DOLLARS ($122,000.00) to Jones and Carter, Inc., consistent with the Amendment. Section 3: That the General Manager is hereby granted general authority to approve any change order involving a decrease or an increase in costs of FIFTY THOUSAND AND NO/100 DOLLARS ($50,000.00) or less, provided that the original contract price may not be increased by more than twenty-five percent (25%) or decreased by more than ten percent (25%) without the consent of the contractor to such decrease. Section 4: This resolution shall take effect immediately from and after its passage by the Board of Directors of the Baytown Area Water Authority. INTRODUCED, READ and PASSED, by the affirmative vote of the Board of Directors of the Baytown Area Water Authority this the 26 th day of April, ATTEST: BRENDA BRADLEY SMITH, President LETICIA BRYSCH, Assistant Secretary APPROVED AS TO FORM: _ IGNACIO RAMIREZ, SR., General Counsel \\cobfs01\legal\karen\files\bawa\resolution\2017\april 26\3rdAmendmentJones&Carter4BAWA6MGDSurfaceWaterTreatmentPlant.doc

5 Exhibit "A" THIRD AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT BETWEEN THE BAYTOWN AREA WATER AUTHORITY AND JONES & CARTER, INC., FOR THE BAYTOWN AREA WATER AUTHORITY (BAWA) 6 MGD SURFACE WATER TREATMENT PLANT STATE OF TEXAS COUNTY OF HARRIS This Third Amendment ( Third Amendment ) to the Professional Services Agreement between the Baytown Area Water Authority and Jones & Carter, Inc., for the Baytown Area Water Authority 6 MGD Surface Water Treatment Plant, dated January 23, 2014, is made by and between the same parties on the date hereinafter last specified to authorize the additional services indicated herein for the BAWA 6 MGD Surface Water Treatment Plant Project (the Project ). W I T N E S S E T H: WHEREAS, the Baytown Area Water Authority ("BAWA" or Owner ) and Jones & Carter, Inc., (the "Firm") did enter into an Agreement for engineering services, dated January 23, 2014, for the Project ("Agreement"); and WHEREAS, BAWA and the Firm amended the Agreement (the First Amendment ) for the Firm to employ a subconsultant to provide a wetlands delineation of the Project s proposed 60-acre site (the Project Site ); WHEREAS, BAWA and the Firm amended the Agreement (the Second amendment ) for the Firm to employ a surveyor to provide metes and bounds for an off-site easement to the east to Hwy 99, and west to FM 1405, which was owned by Cedar Crossing and needed for closing on the Project Site; and WHEREAS, BAWA and the Firm desire to amend the Agreement again for the Firm: 1. to address the issues identified in the final geotechnical report, including poor soil bearing capacities and other issues, by revising the structural foundation design, dewatering plans and associated designs and plans; and 2. to modify the site paving and drainage design in order to tie into the new proposed southern access road, which will provide a route for 18-wheeler trucks form the opposite direction of the original design. NOW THEREFORE, for and in consideration of the mutual covenants and agreements herein contained, the parties hereto do hereby mutually agree as follows: 1. Definitions. Unless a different meaning clearly appears from the context, words and phrases as used in this Third Amendment shall have the same meanings as in the Second Amendment, the First Amendment, and the Agreement. 2. Amendments a. The scope of the services to be performed by the ENGINEER is hereby amended to include the services detailed herein for the Project. Third Amendment, Page 1

6 b. Section A1.02 Final Design Phase, of Part 1 Basic Services, Exhibit A of the Agreement is hereby amended to add new subsections A.3.m and A.3.n, which subsections shall read as follows: PART 1 -- BASIC SERVICES (Modified) A1.02 Final Design Phase A. After acceptance by OWNER of the Preliminary Design Phase documents and revised opinion of probable Construction Cost as determined in the Preliminary Design Phase, but subject to any OWNER-directed modifications or changes in the scope, extent, character, or design requirements of or for the Project, and upon written authorization from OWNER, ENGINEER shall: 3. Perform or provide the following additional Final Design Phase tasks or deliverables:... m. provide design services to address the issues identified in the final geotechnical report, including poor soil bearing capacities and other issues, by revising the structural foundation design, dewatering plans and associated designs and plans and incorporating the same into the Bidding Documents; and n. provide design services to modify the site paving and drainage design in order to tie into the new proposed southern access road, which will provide a route for 18-wheeler trucks form the opposite direction of the original design. c. Section C4.01 For ENGINEER s Consultant s Charges of Article 4 Payments to the Engineer of Exhibit C is hereby amended to read as follows: ARTICLE 4 -- PAYMENTS TO THE ENGINEER C4.01 For Basic Services Having A Determined Scope Cost not to Exceed Method of Payment A. OWNER shall pay ENGINEER for Basic Services set forth in Exhibit A as follows: 1. (Modified) A cost not to exceed amount of $1,582,170, based upon the rate schedule, which is attached as Appendix 1 of Exhibit C and incorporated herein for all intents and purposes. This amount does not include those ENGINEER S Consultant s charges as provided below in this Article 4, Subparagraph C4.05. The cost not to exceed will be distributed at the completion of each of the phases in an amount not exceeding the following for each task: Third Amendment, Page 2 a. Site and Treatment Technology Evaluation Phase... $73,726 b. Preliminary Design Phase... $232,670 c. Final Design Phase... $959,852 d. Bidding or Negotiating Phase... $20,586 e. Construction Phase... $295,336

7 d. Section C4.01 For ENGINEER s Consultant s Charges of Article 4 Payments to the Engineer of Exhibit C is hereby amended to read as follows: ARTICLE 4 -- PAYMENTS TO THE ENGINEER C4.05 For ENGINEER s Consultant s Charges A. (Modified) Whenever compensation to ENGINEER herein is stated to include charges of ENGINEER s Consultants, those charges shall be the amounts billed by ENGINEER s Consultants to ENGINEER times a Factor of 1.1. The consultant charges shall not exceed the following amounts specified for each of the following services, unless approved in writing by the OWNER. The charges include the factor and shall not exceed the following: a. Site and Treatment Technology Evaluation Phase... $185,680 b. Preliminary Design Phase... $344,371 c. Final Design Phase... $990,885 d. Bidding or Negotiating Phase... $18,274 e. Construction Phase... $608,893 f. Resident Engineer on-site pursuant to paragraph A $54, Entire Agreement. The provisions of this Third Amendment, the Second Amendment, the First Amendment and the Agreement should be read together and construed as one agreement provided that, in the event of any conflict or inconsistency between the provisions of this Third Amendment and the provisions of the Second Amendment, the First Amendment and the Agreement, the provisions of this Third Amendment shall control. 4. Interpretation. This Third Amendment has been jointly negotiated by the parties hereunder and shall not be construed against a party hereunder because that party may have assumed primary responsibility for the drafting of this Third Amendment 5. Captions. Captions contained in the Agreement, the First Amendment, the Second Amendment and the Third Amendment are for reference only and, therefore, have no effect in construing the documents. The captions are not restrictive of the subject matter of any section. 6. No Waiver. By this Third Amendment, 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 Third Amendment, the Second Amendment, the First Amendment, the Agreement or any other contract or agreement or addenda, any charter, or applicable state law. Nothing contained in this Third Amendment, the Second Amendment, the First Amendment or the Agreement shall be construed in any way to limit or to waive BAWA s sovereign immunity. IN WITNESS WHEREOF, the parties hereto have executed this Amendment in multiple copies, each of which shall be deemed to be an original, but all of which shall constitute but one and the same amendment, this day of, 2017, the date of execution by the General Manager. BAYTOWN AREA WATER AUTHORITY Third Amendment, Page 3 By: RICHARD L. DAVIS, General Manager

8 ATTEST: LETICIA BRYSCH, Assistant Secretary APPROVED AS TO FORM: IGNACIO RAMIREZ, SR., General Counsel JONES & CARTER, INC. By: (Signature) (Printed Name) ATTEST: (Title) (Signature) (Printed Name) (Title) \\COBFS01\Legal\Karen\Files\Engineering\Engineering Agreements\Jones & Carter\BAWA 6 MGD Plant\ThirdAmendmentRevised.doc Third Amendment, Page 4