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HomeMy WebLinkAboutC2023-090 - 5/9/2023 - Approved DocuSign Envelope ID:CC2C6952-6505-4726-9EAE-B2765142A2D4 SERVICE AGREEMENT NO. 4859 ?� CITY OF CORPUS CHRISTI PH MASTER SERVICES AGREEMENT FOR ENVIRONMENTAL TESTING v �b�PRFORatkO This Agreement is between the City of Corpus Christi, a Texas home rule municipal corporation, P.O. Box 9277, Corpus Christi, Nueces County, Texas 78469-9277 (City) acting through its duly authorized City Manager or designee and Terracon Consultants, Inc., 3606 WOW Road, Corpus Christi, Texas 78413 ("Lab"). TABLE OF CONTENTS ARTICLE NO. TITLE PAGE ARTICLE I — PROJECT TASK ORDER................................................................................................2 ARTICLE 11 — COMPENSATION...........................................................................................................2 ARTICLE III — INSURANCE REQUIREMENTS ....................................................................................3 ARTICLE IV - INDEMNIFICATION .......................................................................................................3 ARTICLE V— TERM; RENEWALS; TIMES FOR RENDERING SERVICE...........................................4 ARTICLE VI - TERMINATION OF AGREEMENT.................................................................................4 ARTICLE VII — RECORD RETENTION; RIGHT OF REVIEW AND AUDIT..........................................4 ARTICLE VIII — MISCELLANEOUS PROVISIONS...............................................................................5 EXHIBIT A TERMS AND CONDITIONS EXHIBIT B SCOPE OF WORK EXHIBIT C RATE SCHEDULE Page 1 Rev Nov 2022 DocuSign Envelope ID:CC2C6952-6505-4726-9EAE-B2765142A2D4 ARTICLE I — PROJECT TASK ORDER 1.1 This Agreement shall apply to as many tasks as City and Lab agree will be performed under the terms and conditions of this Agreement. Each task Lab performs for City hereunder shall be designated a Task Order. No Task Order shall be binding or enforceable unless and until it has been properly executed by both City and Lab. Each properly executed Task Order shall become a separate supplemental agreement to this Agreement. 1.2 The Lab shall provide its Scope of Services, to be included in each Task Order. The Scope of Services shall include all associated services required for Lab to provide such Services, pursuant to this Agreement, and any and all Services which would normally be required by law or common due diligence in accordance with the standard of care defined in Article VIII of this Agreement. Lab will perform the services in accordance with the approved Scope of Services and with Lab's response to the Request for Qualifications related to this project, which response is incorporated by reference into this Agreement as if set out here in its entirety. 1.3 All services provided by Lab shall be performed in accordance with the Terms and Conditions to this Master Services Agreement attached hereto and incorporated herein as Exhibit A. All work will be subject to authorization from City. A detailed Scope of Services and fee estimate will be developed for each task prior to execution of work. 1.4 The general scope for these Task Orders is outlined in Exhibit B. More specific scope of work will be issued for pricing when a task order is needed. 1.5 Lab must provide all labor, equipment and transportation necessary to complete all services agreed to in a timely manner throughout the term of the Agreement. Persons retained by Lab to perform work pursuant to this Agreement shall be employees or subcontractors or subconsultants of Lab. Lab must provide City with a list of all subcontractors/subconsultants that includes the services performed by the subcontractors/subconsultants and the percentage of work performed by the subcontractor/subconsultant. Changes in Lab's team that provides services under this Agreement must be agreed to by the City in writing. 1.6 Lab must not begin work on any Task Order authorized under this Agreement until they are briefed on the scope of the Project and are issued the fully executed Task Order to proceed. ARTICLE II —COMPENSATION 2.1 The Compensation for all services performed under this Agreement shall not exceed $250,000.00. 2.2 The Lab's fee for each Task Order will be on a quantity and unit price basis or lump sum basis with a negotiated not-to-exceed amount. The fees will not exceed those set out in the Task Order and will be full and total compensation for all services outlined in each Task Order, and for all expenses incurred in performing these services. 2.3 Lab shall price Task Orders in accordance with Exhibit C, Rate Schedule, subject to approval by the City. 2.3 All services shall be performed in accordance with the applicable standard of professional care set forth herein and to City's satisfaction, which satisfaction shall be judged by the Director in his/her sole discretion. City shall not be liable for any payment under this Agreement for services which are unsatisfactory and which previously have not been approved by the Director. Page 2 Rev Nov 2022 DocuSign Envelope ID:CC2C6952-6505-4726-9EAE-B2765142A2D4 2.4 In the event of any dispute(s) between the Parties regarding the amount properly compensable for any Task Order or as final compensation or regarding any amount that may be withheld by City, Lab shall be required to make a claim pursuant to and in accordance with the terms of this Agreement and follow the procedures provided herein for the resolution of such dispute. In the event Lab does not initiate and follow the claims procedures provided in this Agreement in a timely manner and as required by the terms thereof, any such claim shall be waived. 2.5 Lab will submit progress invoices to City Engineer monthly and final invoice upon completion of services. Each invoice is due and payable by City within 30 days of receipt and approval to pay by the City Engineer. 2.6 Request for final compensation by Lab shall constitute a waiver of claims except those previously made in writing and identified by Lab as unsettled at the time of final Payment Request. 2.7 Any fee payable under this Agreement is subject to the availability of funds. The Lab may be directed to suspend work pending receipt and appropriation of funds. ARTICLE III — INSURANCE REQUIREMENTS 3.1 Lab must not commence work under this Agreement until all required insurance has been obtained, and such insurance has been approved by the City. Lab must not allow any subcontractor or subconsultant to commence work under this Agreement until all similar insurance required of any subcontractor or subconsultant has been obtained. 3.2 Insurance Requirements for this Agreement are set out in the Terms and Conditions to this Agreement which is attached hereto and incorporated herein as Exhibit A. ARTICLE IV- INDEMNIFICATION Lab shall fully indemnify and hold harmless the City of Corpus Christi and its officials, officers, agents, employees, or other entity, excluding the engineer or architect or that person's agent, employee or consultant, over which the City exercises control ("Indemnitee") from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and court costs,to the extent that the damage is caused by or results from an act of negligence, intentional tort, intellectual property infringement or failure to pay a subcontractor or supplier committed by Lab or its agent, Lab under contract or another entity over which Lab exercises control while in the exercise of rights or performance of the duties under this agreement. This indemnification does not apply to any liability resulting from the negligent acts or omissions of the City or its employees, to the extent of such negligence. Lab shall defend Indemnitee, with counsel satisfactory to the City Attorney, from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and court costs, included in the indemnification above if the claim is not based wholly or partly on the negligence of, fault of or breach of contract by Indemnitee. If a claim is based wholly or partly on the negligence of, fault of or breach of contract by Indemnitee, the Lab shall reimburse the City's reasonable attorney's fees in proportion to the Lab's liability. Lab must advise City in writing within 24 hours of any claim or demand against City or Lab known to Lab related to or arising out of Lab's activities under this Agreement. Page 3 Rev Nov 2022 DocuSign Envelope ID:CC2C6952-6505-4726-9EAE-B2765142A2D4 ARTICLE V—TERM; RENEWALS; TIMES FOR RENDERING SERVICE 5.1 This Agreement shall be effective upon the signature of the City Manager or designee (Effective Date). 5.2 This Agreement shall be applicable to all Task Orders issued hereunder from the Effective Date of the Agreement until Task Orders are complete. 5.3 The initial term of this Agreement shall be for a period of one year beginning on the Effective Date, unless extended by authority of the City Manager or designee. The Agreement may be renewed for up to one- year renewal options upon mutual agreement of the parties to be evidenced in writing prior to the expiration date of the prior term. Any renewals shall be at the same terms and conditions, plus any approved changes. 5.4 The times for performing services or providing deliverables will be stated in each Task Order. If no times are so stated, Lab will perform services and provide deliverables within a reasonable time. ARTICLE VI - TERMINATION OF AGREEMENT 6.1 City may terminate this Agreement or Task Order under this Agreement, with or without cause, upon seven days written notice to Lab at the address of record. 6.2 Lab will be compensated for authorized services completed up to the date of termination. ARTICLE VII — RECORD RETENTION; RIGHT OF REVIEW AND AUDIT 7.1 Lab grants City, or its designees, the right to audit, examine or inspect, at City's election, all of Lab's records relating to the work and/or services provided under this Agreement, during the term of this Agreement and retention period herein. The audit, examination or inspection may be performed by a City designee, which may include its internal auditors or an outside representative engaged by City. Lab agrees to retain its records for a minimum of four(4) years following termination of the Agreement, unless there is an ongoing dispute under this Agreement, then such retention period shall extend until final resolution of the dispute. 7.2 "Lab's records" include any and all information, materials and data of every kind and character generated as a result of the Work under this Agreement. Examples include billings, books, general ledger, cost ledgers, invoices, production sheets, documents, correspondence, meeting notes, subscriptions, agreements, purchase orders, leases, contracts, commitments, arrangements, notes, daily diaries, reports, drawings, receipts, vouchers, memoranda, time sheets, payroll records, policies, procedures, federal and state tax filings for issue in questions and any and all other agreements, sources of information and matters that may, in City's judgment, have any bearing on or pertain to any matters, rights, duties or obligations under or covered by any Agreement Documents. 7.3 City agrees that it shall exercise the right to audit, examine or inspect Lab's records only during City's regular business hours. Lab agrees to allow City's designee access to all of Lab's records, Lab's facilities and Lab's current or former employees, deemed necessary by City or its designee(s), to perform such audit, inspection or examination. Lab also agrees to provide adequate and appropriate work space necessary to City or its designees to conduct such audits, inspections or examinations. 7.4 Lab shall include this audit clause in any subcontractor, supplier or vendor contract. Page 4 Rev Nov 2022 DocuSign Envelope ID:CC2C6952-6505-4726-9EAE-B2765142A2D4 ARTICLE VIII —MISCELLANEOUS PROVISIONS 8.1 Assignability. The Lab will not assign, transfer or delegate any of its obligations or duties in this Agreement to any other person without the prior written consent of the City, except for routine duties delegated to personnel of the Lab staff. If the Lab is a partnership, then in the event of the termination of the partnership, this contract will inure to the individual benefit of such partner or partners as the City may designate. No part of the Lab fee may be assigned in advance of receipt by the Lab without written consent of the City. The City will not pay the fees of experts or technical assistance or other Labs unless such employment, including the rate of compensation, has been approved in writing by the City. 8.2 Ownership of Documents. Lab agrees that upon payment, City shall exclusively own any and all information in whatsoever form and character produced and/or maintained in accordance with, pursuant to or as a result of this Agreement, including contract documents (plans and specifications), drawings, test results and submittal data. Lab may retain a copy for its files. 8.3 Standard of Care. Services performed by Lab will be conducted in a manner consistent with that level of skill and care ordinarily provided by competent members of the profession practicing under the same or similar circumstances and professional license. 8.4 Licensing. Lab shall be represented by personnel with appropriate licensure, registration and/or certification(s) at meetings of any official nature concerning the Project, including scope meetings, review meetings, pre-bid meetings and preconstruction meetings. 8.5 Entire Agreement. This Agreement, including Task Orders, represents the entire and integrated Agreement between City and Lab and supersedes all prior negotiations, representations or agreements, either oral or written. This Agreement may be amended only by written instrument signed by both the City and Lab. 8.6 Disclosure of Interest. Lab agrees to comply with City of Corpus Christi Ordinance No. 17112 and complete the Disclosure of Interests form as part of this contract. 8.7 Certificate of Interested Parties. Lab agrees to comply with Texas Government Code section 2252.908 and complete Form 1295 Certificate of Interested Parties as part of this agreement. Form 1295 must be electronically filed with the Texas Ethics Commission at https://www.ethics.state.tx.us/whatsnew/elf—info—forml295.htm. The form must then be printed, signed and filed with the City. For more information, please review the Texas Ethics Commission Rules at https://www.ethics.state.tx.us/leqal/ch46.htm1. 8.8 Conflict of Interest. Lab agrees to comply with Chapter 176 of the Texas Local Government Code and file Form CIQ with the City Secretary's Office, if required. For more information and to determine if you need to file a Form CIQ, please review the information on the City Secretary's website at http://www.cctexas.com/government/city-secretary/conflict-disclosure/index 8.9 Controlling Law. This Agreement is governed by the laws of the State of Texas without regard to its conflicts of laws. Venue for legal proceedings lies exclusively in Nueces County, Texas. 8.10 Provisions Required by Law. Each applicable provision and clause required by law to be inserted into the Agreement shall be deemed to be enacted herein, and the Agreement shall be read and enforced as though each were physically included herein. 8.11 Public Information. The requirements of Subchapter J Chapter 552 Texas Government Code may apply Page 5 Rev Nov 2022 DocuSign Envelope ID:CC2C6952-6505-4726-9EAE-B2765142A2D4 to this Agreement, and the Lab agrees that the Agreement may be terminated if the Lab knowingly or intentionally fails to comply with a requirement of that subchapter. 8.12 Severability. If, for any reason, any one or more Articles and/or paragraphs of this Agreement are held invalid or unenforceable, such invalidity or unenforceability shall not affect, impair or invalidate the remaining Articles and/or paragraphs of this Agreement but shall be confined in its effect to the specific Article, sentences, clauses or parts of this Agreement held invalid or unenforceable, and the invalidity or unenforceability of any Article, sentence, clause or parts of this Agreement, in any one or more instance, shall not affect or prejudice in any way the validity of this Agreement in any other instance. 8.13 Title VI Assurance. Lab shall prohibit discrimination in employment based upon race, color, religion, national origin, gender, disability or age. 8.14 Independent Contractor. The relationship between City and Lab under this Agreement shall be that of independent contractor. City may explain to Lab the City's goals and objectives in regard to the services to be performed by Lab, but the City shall not direct Lab on how or in what manner these goals and objectives are to be met. 8.15 Conflict Resolution Between Documents. Lab hereby agrees and acknowledges if anything contained in any documents prepared by Lab and included herein, is in conflict with the terms of this Agreement, which incorporates Exhibit A, and/or an approved Task Order, this Agreement and/or the Task Order shall take precedence and control to resolve said conflict. 8.16 No Waiver of Governmental Immunity. This Agreement is to perform a governmental function solely for the public benefit. Nothing in this Agreement shall be construed to waive City's governmental immunity from lawsuit, which immunity is expressly retained to the extent it is not clearly and unambiguously waived by state law. Page 6 Rev Nov 2022 DocuSign Envelope ID:CC2C6952-6505-4726-9EAE-B2765142A2D4 CITY OF CORPUS CHRISTI TERRACON CONSULTANTS, INC. DocuSigned by: DocuSigned by: 45/30/2023 1°�av�cl� 5/25/2023 Jef �$ monds, P.E. (Date) Tom ar er (Date) Director of Engineering Services Office Manager 3606 WOW Road Corpus Christi, Texas 78413 (361) 420-6000 Office tom.barker@terracon.com APPROVED AS TO LEGAL FORM DocuSigned by: dd WCCt� 5/25/2023 M2023-067 AUTHORIZED BY Assistant City Attorney (Date) 5/9/2023 for City Attorney COUNCIL DS ATTEST DocuSigned by: Ei ' �..; 6/1/2023 iti i Rebecca Huerta, City Secretary Page 7 Rev Nov 2022 DocuSign Envelope ID:CC2C6952-6505-4726-9EAE-B2765142A2D4 EXHIBIT A TERMS AND CONDITIONS TO TESTING AGREEMENT ARTICLE 1. SERVICES: Lab will: 1.1 Provide only those services requested by City Engineer that, in the opinion of Lab, lie within the technical or professional areas of expertise of Lab and which Lab is adequately staffed and equipped to perform. 1.2 Perform technical services under the supervision of a licensed professional engineer and in compliance with the basic requirements of the appropriate standards of the American Society for Testing and Materials, where applicable, and other standards designated in writing by the City Engineer. 1.3 Promptly submit formal reports (printed and electronic copies) of tests, inspections and services performed indicating, where applicable, compliance with the Project specifications or other contract documents. Such reports must be complete and factual, citing the tests performed, methods employed, values obtained and parts of the structure of the Project area subjected to any testing. 1.4 Utilize testing equipment which has been calibrated according to applicable standards and, upon request, submit to the City Engineer or designee documentation of such calibration. Secure representative samples of those materials that the City's contractor proposes to use which require testing, together with relevant data concerning such materials including the point of origin and supplier. 1.5 Consider reports to be confidential and distribute reports only to those persons, organizations or agencies specifically designated in writing by the City Engineer. 1.6 Retain records relating to services performed for City for a period of two years following submission of any reports, during which period the records will be made available to the City at all reasonable times. 1.7 Pay salaries, wages, expenses, social security taxes, federal and state unemployment taxes and any other similar payroll taxes relating to the services. ARTICLE 2. CITY RESPONSIBILITIES: City Engineer or designee will: 2.1 Provide Lab with all plans, specifications, addenda, change orders, approved shop drawings and other information for the proper performance of services by Lab. 2.2 Issue authorization in writing giving Lab free access to the Project site and to all shops or yards where materials are prepared or stored. 2.3 Designate in writing those persons or firms which will act as the City's representative with respect to Lab's services to be performed under this Agreement and which must be promptly notified by Lab when it appears that materials tested or inspected are in non-compliance. Only the City Engineer or designee has authority to transmit instructions, receive information and data and/or interpret and define the City's policies and decisions with respect to the Project. Lab acknowledges that certain City representatives may have different types of authority concerning the Project. 2.4 Advise Lab sufficiently in advance of any operations so as to allow for assignment of personnel by Lab for completion of the required services. Such advance notice will be in accordance with that established by mutual agreement of the parties. 2.5 Direct the Project contractor, either by the Construction Contract or direct written order, to: (a) Stop work at the appropriate times for Lab to perform contracted services; DocuSign Envelope ID:CC2C6952-6505-4726-9EAE-B2765142A2D4 (b) Furnish such labor and all facilities needed by Lab to obtain and handle samples at the Project and to facilitate the specified inspection and tests; (c) Provide and maintain for use of Lab adequate space at the Project for safe storage and proper curing of test specimens that must remain on the Project site prior to, during and up to 60 days after testing. ARTICLE 3. GENERAL CONDITIONS 3.1 Lab, by the performance of services covered hereunder, does not in any way assume, abridge or abrogate any of those duties, responsibilities or authorities with regard to the Project that, by custom or contract, are vested in the Project architects, design engineers or any other design agencies or authorities. 3.2 Lab is not authorized to supervise, alter, relax, enlarge or release any requirement of the Project specifications or other contract documents nor to approve or accept any portion of the work. Lab does not have the right of rejection or the right to stop the work. City Engineer will direct the Project contractor to stop work at appropriate times for Lab to conduct the sampling, testing or inspection of operations covered by the Agreement. ARTICLE 4. FIELD MONITORING AND TESTING 4.1 City and Lab agree that Lab will be on-site to perform inspections for contracted services. The City and Lab also agree that Lab will not assume responsibility for Project contractor's means, methods, techniques, sequences or procedures of construction, and it is understood that the final services provided by Lab will not relieve the Project contractor of its responsibilities for performing the work in accordance with the Project plans and specifications. For the purposes of this Agreement, the word "inspection" is used to mean periodic observation of the work and the conducting of tests by Lab as specified in the Agreement. Continuous monitoring by Lab or its subcontractors does not mean that Lab is approving placement of materials. Inspection is not and should not be construed to be a warranty by Lab to the City or any other party. 4.2 Samples collected or tested by Lab remain the property of the City while in the custody of the Lab. Lab will retain the samples for a period of 60 days following the date of submission of any report related to the sample. Following the retention period, Lab will dispose of non-hazardous samples, and return hazardous, acutely toxic or radioactive samples and samples' containers and residues to City. City agrees to accept such samples and samples' containers. ARTICLE 5. STANDARD OF CARE AND WARRANTY Services performed by Lab will be conducted in a manner consistent with that level of care and skill ordinarily exercised by reputable members of the profession currently practicing under similar conditions in the same locality. No other warranty either expressed or implied is made or intended by the Agreement or any reports. Lab will not be responsible for the interpretation or use by others of data developed by Lab. ARTICLE 6. INDEMNIFICATION Lab shall fully indemnify and hold harmless the City of Corpus Christi and its officials, officers, agents, employees, or other entity, excluding the engineer or architect or that person's agent, employee or subconsultant, over which the City exercises control ("Indemnitee") from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and court costs, to the extent that the damage is caused by or results from an act of negligence, intentional tort, intellectual property infringement or failure to pay a subcontractor or supplier committed by Lab or its agent, Lab under contract or another entity over which Lab exercises control while in the exercise of rights or performance of the duties under this agreement. This indemnification does not apply to any liability resulting from the negligent acts or omissions of the City or its employees, to the extent of such negligence. Lab shall defend Indemnitee, with counsel satisfactory to the City Attorney, from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and court DocuSign Envelope ID:CC2C6952-6505-4726-9EAE-B2765142A2D4 costs, if the claim is not based wholly or partly on the negligence of, fault of or breach of contract by Indemnitee. If a claim is based wholly or partly on the negligence of, fault of or breach of contract by Indemnitee, the Lab shall reimburse the City's reasonable attorney's fees in proportion to the Lab's liability. Lab must advise City in writing within 24 hours of any claim or demand against City or Lab known to Lab related to or arising out of Lab's activities under this Agreement. ARTICLE 7. INVOICES AND PAYMENT 7.1 Lab will submit progress invoices to City Engineer monthly and final invoice upon completion of services. Each invoice is due and payable by City within 30 days of receipt and approval to pay by the City Engineer. 7.2 All funding obligations of the City under this Agreement are subject to the appropriation of funds in its annual budget. ARTICLE 8. INSURANCE REQUIREMENTS 8.1 Lab must not commence work under this agreement until all required insurance has been obtained and such insurance has been approved by the City. Lab must not allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. 8.2 Lab must furnish to the Director of Engineering Services with the signed agreement (or amendment) a copy of the Certificate(s)of Insurance (COI)with applicable policy endorsements showing the following minimum coverage by an insurance company(s)acceptable to the City's Risk Manager. The City must be listed as an additional insured on the General Liability and Auto Liability policies,and a waiver of subrogation is required on all applicable policies. Endorsements must be provided with COI. Project name and or number must be listed in Description Box of COI. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30-written day notice of cancellation, required Bodily Injury and Property Damage on all certificates or by applicable policy Per occurrence - aggregate endorsements Commercial General Liability including: $1,000,000 Per Occurrence 1. Commercial Broad Form $2,000,000 Aggregate 2. Premises—Operations 3. Products/Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury-Advertising Injury AUTO LIABILITY (including) $500,000 Combined Single Limit 1. Owned 2. Hired and Non-Owned 3. Rented/Leased PROFESSIONAL LIABILITY $1,000,000 Per Claim (Errors and Omissions) (Defense costs must be outside policy limits) If claims made policy, retro date must be prior to inception of agreement, have 3-year reporting period provisions and identify any limitations regarding who is insured. DocuSign Envelope ID:CC2C6952-6505-4726-9EAE-B2765142A2D4 8.3 In the event of accidents of any kind related to this agreement, Lab must furnish the City with copies of all reports of any accidents within 10 days of the accident. 8.4 Lab shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Lab's sole expense, insurance coverage written on an occurrence basis, with the exception of professional liability, which may be on a per claims made basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. Lab is required to provide City with renewal Certificates. 8.6 Lab is required to submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Lab shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Engineering Services P.O. Box 9277 Corpus Christi, TX 78469-9277 8.7 Lab agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: (a) List the City and its officers, officials, employees, volunteers, and elected representatives as additional insured by endorsement, as respects operations, completed operation and activities of, or on behalf of, the named insured performed under contract with the City, with the exception of the professional liability/Errors & Omissions policy; (b) Provide for an endorsement that the"other insurance"clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; and (c) Provide thirty (30) calendar days advance written notice directly to City of any suspension, cancellation, non- renewal or material change in coverage, and not less than ten (10) calendar days advance written notice for nonpayment of premium. 8.8 Within five (5) calendar days of a suspension, cancellation, or non-renewal of coverage, Lab shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Lab's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. 8.9 In addition to any other remedies the City may have upon Lab's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Lab to remove the exhibit hereunder, and/or withhold any payment(s)if any,which become due to Lab hereunder until Lab demonstrates compliance with the requirements hereof. 8.10 Nothing herein contained shall be construed as limiting in anyway the extent to which Lab may be held responsible for payments of damages to persons or property resulting from Lab's or its subcontractor's performance of the work covered under this agreement. 8.11 It is agreed that Lab's insurance shall be deemed primary and non-contributory with respect to any insurance or self-insurance carried by the City of Corpus Christi for liability arising out of operations under this agreement. 8.12 It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. DocuSign Envelope ID:CC2C6952-6505-4726-9EAE-B2765142A2D4 ARTICLE 9. TERMINATION OF AGREEMENT The City may, at any time, with or without cause, terminate this Agreement upon seven days written notice to Lab at the address of record. Lab will be compensated for services performed up to termination. ARTICLE 10. CONTROLLING LAW This Agreement is governed by the laws of the State of Texas without regard to its conflicts of laws. Venue for legal proceedings lie exclusively in Nueces County, Texas. ARTICLE 11. DISCLOSURE OF INTERESTS 11.1 Lab agrees to comply with City of Corpus Christi Ordinance No. 17112 and complete the Disclosure of Interests form as part of this Agreement, if required. 11.2 Lab agrees to comply with section 2252.908 of the Texas Government Code and complete Form 1295 Certificate of Interested Parties as part of this Agreement, if required. For more information, please review the information on the Texas Ethics Commission website at,https-://www.ethics.state.tx.us. 11.3 Lab agrees to comply with Chapter 176 of the Texas Local Government Code and file Form CIQ with the City of Corpus Christi City Secretary's Office, if required. For more information and to determine if you need to file a Form CIQ, please review the information on the City Secretary's website at htt�e//wwwecctexasecom/governmenUcity- secretary/conflict-disclosure/index. ARTICLE 12. CLAIMS 12.1 Claims arising from this Agreement shall be made in writing, sworn to and signed by an authorized representative. The responsibility to substantiate a claim rests with the party making the claim. 12.2 All negotiations pursuant to this Article are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. 12.3 In calculating the amount of any Claim or any measure of damages for breach of contract, the following standards shall apply both to claims by Lab and to claims by City: 12.3.1 In no event shall either Party be liable,whether in contract or tort or otherwise, to the other Party for loss of profits, delay damages or for any special incidental or consequential loss or damage of any nature arising at any time or from any cause whatsoever; 12.3.2 Damages are limited to extra costs specifically shown to have been directly caused by a proven wrong for which the other Party is claimed to be responsible. ARTICLE 13. EXTENT OF AGREEMENT 13.1 This Agreement, including Exhibit "A" and these Terms and Conditions, represents the entire Agreement between City and Lab and supersedes all prior negotiation, representations or agreements, written or oral. This Agreement may be amended only by a written instrument signed by duly authorized representatives of City and Lab. If any conflict occurs between these Terms and Conditions and any other part of this Agreement, these Terms and Conditions are controlling. 13.2 In the event that any one or more of the provisions contained in this Agreement are for any reason held invalid, illegal or unenforceable in any respect,the remaining terms will be in full effect and this Agreement will be construed as if the invalid or unenforceable matters were never included in this Agreement. No waiver of any default will be a waiver of any future default. DocuSign Envelope ID:CC2C6952-6505-4726-9EAE-B2765142A2D4 13.3 Neither party will assign this Agreement without the express written approval of the other, but Lab may subcontract laboratory procedures as Lab deems necessary to meet the obligations of this Agreement. ARTICLE 14. SAFETY City and Lab agree that, in accordance with the generally accepted construction practice, the Project's general contractor will be solely and completely responsible for working conditions on the Project, including safety of all persons and property during the performance of the work and for compliance with all municipal, state and federal laws, rules and regulations, including OSHA. The duty of Lab in providing services is not, therefore, to include any review of, or responsibility for, the adequacy of the Project's general contractor's safety measures in, on or near the Project site. DocuSign Envelope ID:CC2C6952-6505-4726-9EAE-B2765142A2D4 EXHIBIT B e,rracon TERRACON ENVIRONMENTAL CONSULTING SERVICES FEE SCHEDULE -2023 Hourly Fees for Personnel Principal.................................................................................................................. $225.00 ProgramManager................................................................................................... $210.00 Senior Project Consultant....................................................................................... $210.00 Senior Project Engineer/Project Manager/Project Geologist.................................. $ 175.00 Senior Project Industrial Hygienist.......................................................................... $ 120.00 Senior Project Scientist........................................................................................... $ 115.00 ProjectEngineer...................................................................................................... $ 150.00 Project Geologist/Hydrogeologist/Manager............................................................ $ 125.00 Project Industrial Hygienist..................................................................................... $ 110.00 ProjectScientist...................................................................................................... $ 110.00 Senior Staff Engineer.............................................................................................. $ 125.00 Senior Staff Geologist/Hydrogeologist.................................................................... $ 115.00 Senior Staff Industrial Hygienist.............................................................................. $ 105.00 Senior Staff Scientist............................................................................................... $ 105.00 StaffEngineer......................................................................................................... $ 110.00 Staff Geologist/Hydrogeologist............................................................................... $ 100.00 Staff Industrial Hygienist........................................................................................... $85.00 StaffScientist............................................................................................................ $85.00 FieldEngineer........................................................................................................... $95.00 Field Geologist/Hydrogeologist................................................................................. $95.00 Field Industrial Hygienist........................................................................................... $80.00 FieldScientist............................................................................................................ $80.00 Technician111............................................................................................................. $80.00 Technician11.............................................................................................................. $ 70.00 Technician1............................................................................................................... $ 65.00 SeniorCAD Operator ............................................................................................... $ 65.00 CADOperator........................................................................................................... $55.00 ProjectAssistant....................................................................................................... $ 75.00 Note: Deposition or court testimony is 1.75 times the hourly rate. Page 1 of 3 DocuSign Envelope ID:CC2C6952-6505-4726-9EAE-B2765142A2D4 1 � �,rraccrrr� TERRACON ENVIRONMENTAL CONSULTING SERVICES FEE SCHEDULE -2023 (CONTINUED) Reimbursable Expenses Reimbursable..................................................................................................... Cost Plus 15% Subcontractor(Surveying, drilling, and analytical)................................ ...... Cost Plus 15% Travel Expense FieldTruck, per day......................................................................................................$ 75.00 Environmental Equipment (Personnel Time Not Included) Disposable Bailer(each)................................................................................................ $ 10.00 PID Meter(per day)......................................................................................................$ 125.00 LEL Meter(per day).....................................................................................................$ 150.00 Water Level Indicator(per day)....................................................................................... $50.00 Turbidity Meter(per day)................................................................................................ $50.00 Interface Probe (per day)............................................................................................... $85.00 Survey Equipment(Autolevel and Rod—per day).......................................................$ 100.00 Submersible Pump for well development(per day)....................................................... $50.00 Peristaltic Pump (per day).............................................................................................. $ 60.00 Flow Controller and Compressor Combo (per day).....................................................$ 185.00 Low-Flow Bladder Pump with controller and compressor(per day)............................ $ 175.00 Water quality meter with flow-through cell(per day).................................................... $ 185.00 SampleKit(per day)...................................................................................................... $35.00 Handheld GPS Instrumentation (per day)...................................................................... $45.00 Trimble Pro XRS Pathfinder Backpack GPS (per day) ...............................................$ 165.00 20'Ladder(per day)....................................................................................................... $20.00 Low Flow Air Pump (per day)......................................................................................... $35.00 High Flow Air Pump (per day)........................................................................................ $50.00 IAQ Instrumentation (QTRAK, Moisture Meter) (per day).............................................. $50.00 HandAuger(per day)..................................................................................................... $25.00 Sediment sampler(per day).........................................................................................$200.00 All-Terrain Vehicle (per day)........................................................................................ $200.00 Page 2 of 3 DocuSign Envelope ID:CC2C6952-6505-4726-9EAE-B2765142A2D4 1 � �,rraccrrr� TERRACON ENVIRONMENTAL CONSULTING SERVICES FEE SCHEDULE -2023 (CONTINUED) Geophysical Equipment (Personnel Time Not Included) GPR Method GSSI SIR 3000 or 4000 (per day)....................................................................... $250.00 GSSI Antenna (per day).................................................................................. $ 150.00 GSSI Structure Scan (per day)........................................................................... $200.00 GSSI Utility Scan GPR (per day)...................................................................... $300.00 GSSI RoadScan (per day).............................................................................. $575.00 Noggin GPR System (per day)......................................................................... $350.00 Stream UP(per day).................................................................................... $ 1,750.00 RD 8000-Radio Utility Detector(per day)................................................ ............ $ 125.00 FerroScan (per day)............................................................................................ $ 150.00 Down-hole/Deep Foundation Method Pile Integrity Tester(per day)............................................................................. $200.00 Triaxial Geophone(per day)............................................................................. $ 150.00 CSL (per day)............................................................................................... $450.00 Thermal Integrity Profiler(per day).................................................................... $275.00 Downhole Camera (per day)............................................................................ $ 150.00 PDA (per day)............................................................................ ..................$ 600.00 Seismic Method Refraction Seismic Set (per day).........................................................................$350.00 Seismic Source (per day)....................................................................................$350.00 LandStreamer(per day)................................................................................... $425.00 Resistivity Method AGI-SuperSting 112 Electrode (per day).............................................................. $ 750.00 AGI-SuperSting 56 or 84 Electrode (per day).......................................................$ 600.00 LRI MiniRes Ultra (per day)............................................................................. $ 125.00 AEMC System (per day)................................................................................. $ 100.00 Electromagnetic Method EM 31 (per day)........................................................................................... $350.00 EM-61 MK1 (per day).................................................................................... $400.00 Denver IR Thermal Imager(per day)................................................................ $ 150.00 Trimble Geo 7x GPS (per day)......................................................................... $200.00 Rates will be adjusted annually by 5% and rounded up to the nearest dollar. Page 3 of 3 DocuSign Envelope ID:CC2C6952-6505-4726-9EAE-B2765142A2D4 Sample form for: COMPLETE PROJECT NAME Payment Request Task Order No. Project No.XXXX Invoice No. 12345 Invoice Date: Total Current Previous Total Remaining Percent Basic Services: Contract Amd No. 1 Contract Invoice Invoice Invoice Balance Complete Design Services $1,000 $0 $1,000 $1,0001 $0 $1,000 $0 100% Subtotal Basic Services $1,000 $0 $1,000 $1,000 $0 $1,000 100% Additional Services: None $0 $0 $0 $0 $0 $0 0% Subtotal Additional Services $0 $0 $0 $0 $0 $0 0% Summary of Fees Basic Services Fees $1,000 $0 $1,000 $1,000 $0 $1,000 100% Additional Services Fees0 0 0 0 0 0 0% Total of Fees $1,000 $0 $1,000 $1,000 $0 $17000 100% Notes: A PURCHASE ORDER NUMBER MUST BE INCLUDED ON ALL INVOICES AND INVOICE CORRESPONDENCE.FAILURE TO COMPLY WILL RESULT IN DELAYED PAYMENT OF INVOICES. If needed, update this sample form based on the contract requirements. If applicable, refer to the contract for information on what to include with time and materials(T&M). EXHIBIT"C" Page 1 of 1 DocuSign Envelope ID:CC2C6952-6505-4726-9EAE-B2765142A2D4 City of CITY OF CORPUS CHRISTI Corpus Christi DISCLOSURE OF INTEREST Corpus Christi Code § 2-349, as amended, requires all persons or firms seeking to do business with the City to provide the following information. Every question must be answered. If the question is not applicable, answer with "NA". See next page for Filing Requirements, Certification and Definitions. COMPANY NAME: Terracon Consultants Inc. STREET ADDRESS: 3606 wow Rd. P.O. BOX: CITY: Corpus Christi STATE: TX ZIP: 78413 FIRM IS: 1. Corporation ® 2. Partnership ❑ 3. Sole Owner ❑ 4. Association ❑ 5. Other ❑ If additional space is necessary, please use the reverse side of this page or attach separate sheet. 1. State the names of each "employee" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership In the above named "firm." Name Job Title and City Department (if known) N/A 2. State the names of each "official' of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Title N/A 3. State the names of each"board member"of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Board, Commission or Committee N/A 4. State the names of each employee or officer of a "consultant" for the City of Corpus Christi who worked on any matter related to the subject of this contract and has an "ownership Interest" constituting 3% or more of the ownership in the above named "firm." Name Consultant N/A DocuSign Envelope ID:CC2C6952-6505-4726-9EAE-B2765142A2D4 FILING REQUIREMENTS If a person who requests official action on a matter knows that the requested action will confer an economic benefit on any City official or employee that is distinguishable from the effect that the action will have on members of the public in general or a substantial segment thereof, you shall disclose that fact in a signed writing to the City official, employee or body that has been requested to act in the matter, unless the interest of the City official or employee in the matter is apparent. The disclosure shall also be made in a signed writing filed with the City Secretary. [Ethics Ordinance Section 2-349 (d)]. CERTIFICATION I certify that all information provided is true and correct as of the date of this statement, that I have not knowingly withheld disclosure of any information requested, and that supplemental statements will be promptly submitted to the City of Corpus Christi, Texas, as changes occur. Certifying Person: Chuck A. Gregory Title: Sr. Principal Signature of Chwk ( Yvggoiy Date: Certifying Person: 05/09/2023 DEFINITIONS a. "Board member." A member of any board, commission, or committee of the city, including the board of any corporation created by the city. b. "Economic benefit". An action that is likely to affect an economic interest if it is likely to have an effect on that interest that is distinguishable from its effect on members of the public in general or a substantial segment thereof. c. "Employee." Any person employed by the city, whether under civil service or not, including part-time employees and employees of any corporation created by the city. d. "Firm." Any entity operated for economic gain, whether professional, industrial or commercial, and whether established to produce or deal with a product or service, including but not limited to, entities operated in the form of sole proprietorship, as self-employed person, partnership, corporation, joint stock company, joint venture, receivership or trust, and entities which for purposes of taxation are treated as non-profit organizations. e. "Official." The Mayor, members of the City Council, City Manager, Deputy City Manager, Assistant City Managers, Department and Division Heads, and Municipal Court Judges of the City of Corpus Christi, Texas. f. "Ownership Interest." Legal or equitable interest, whether actually or constructively held, in a firm, including when such interest is held through an agent, trust, estate, or holding entity. "Constructively held" refers to holdings or control established through voting trusts,proxies, or special terms of venture or partnership agreements. g. "Consultant."Any person or firm, such as engineers and architects, hired by the City of Corpus Christi for the purpose of professional consultation and recommendation.