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HomeMy WebLinkAboutC2023-268 - 6/27/2023 - Approved DocuSign Envelope ID:59B00105-B8CD-49C1-8BF4-13DA7C70822D ©� H SERVICE AGREEMENT NO. 5567 v CONTRACT FOR PROFESSIONAL SERVICES �NP'PPoPpPPT'E� 1852 FOR PROJECT 22012 — Parks Tourist District Building and Warehouse 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 (Director) and Freeman Schroeder Architects, LLC, dba. Fresch Architects, 606 N. Carancahua, Suite 1002, Corpus Christi, Texas 78401 (Consultant), hereby agree as follows: TABLE OF CONTENTS ARTICLE NO. TITLE PAGE ARTICLE I SCOPE OF SERVICES ...................................................................2 ARTICLE II QUALITY CONTROL.......................................................................3 ARTICLE III COMPENSATION............................................................................3 ARTICLE IV TIME AND PERIOD OF SERVICE ..................................................5 ARTICLE V OPINIONS OF COST ......................................................................5 ARTICLE VI INSURANCE REQUIREMENTS......................................................5 ARTICLE VII INDEMNIFICATION .........................................................................5 ARTICLE VIII TERMINATION OF AGREEMENT ..................................................6 ARTICLE IX RIGHT OF REVIEW AND AUDIT ....................................................7 ARTICLE X OWNER REMEDIES .......................................................................7 ARTICLE XI CONSULTANT REMEDIES.............................................................8 ARTICLE XII CLAIMS AND DISPUTE RESOLUTION ..........................................8 ARTICLE XIII MISCELLANEOUS PROVISIONS .................................................10 EXHIBITS Contract for Professional Services Page 1 of 12 DocuSign Envelope ID:59B00105-B8CD-49C1-8BF4-13DA7C70822D ARTICLE I —SCOPE OF SERVICES 1.1 City and Consultant agree that the services provided are properly described in the Scope of Services, which is incorporated herein and attached to this Agreement as Exhibit A. The Scope of Services shall include all associated services required for Consultant to provide such Services, pursuant to this Agreement, and any and all Services that would normally be required by law or common due diligence in accordance with the standard of care defined in Article XIII of this Agreement. The approved Scope of Services defines the services to be performed by Consultant under this Agreement. Consultant will perform the Services in accordance with Exhibit A. 1.2 Consultant shall follow City Codes and Standards effective at the time of the execution of the contract. At review milestones, the Consultant and City will review the progress of the plans to ensure that City Codes and Standards are followed unless specifically and explicitly excluded from doing so in the approved Scope of Services attached as Exhibit A. A request made by either party to deviate from City standards after the contract is executed must be in writing. 1.3 Consultant shall provide labor, equipment and transportation necessary to complete all services agreed to hereunder in a timely manner throughout the term of the Agreement. Persons retained by Consultant to perform work pursuant to this Agreement shall be employees or subconsultants of Consultant. Upon request, Consultant must provide City with a list of all subconsultants that includes the services performed by subconsultant and the % of work performed by subconsultant (in dollars). Changes in Consultant's proposed team as specified in the SOQ or Scope of Services must be agreed to by the City in writing. 1.4 Consultant shall not begin work on any phase/task authorized under this Agreement until they are briefed on the scope of the Project and are notified in writing to proceed. If the scope of the Project changes, either Consultant or City may request a review of the changes with an appropriate adjustment in compensation. 1.5 Consultant will provide monthly status updates (project progress or delays) in the format requested by the City with each monthly invoice. 1.6 For design services, Consultant agrees to render the professional services necessary for the advancement of the Project through Final Completion of the Construction Contract. Consultant acknowledges and accepts its responsibilities, as defined and described in City's General Conditions for Construction Contracts, excerpt attached as Exhibit D. 1.6.1 The Consultant agrees to serve as the City's Designer as defined in the General Conditions and will consult and advise the City on matters related to the Consultant's Scope of Services during the performance of the Consultant's services. 1.6.2 The Consultant agrees to prepare plans, specification, bid and contract documents and to analyze bids and evaluate the documents submitted by bidders. 1.6.3 The Consultant agrees to assist the City in evaluating the qualifications of the prospective contractors, subcontractors and suppliers. 1.7 For projects that require subsurface utility investigation: 1.7.1 The Consultant agrees to prepare and submit to the City prior to the 60% submittal a signed and sealed report identifying all utilities within the project area at the Quality Level specified in Exhibits A and A-1. It is assumed that all utilities will be identified using Quality Level A exploratory excavation unless stated otherwise. Contract for Professional Services Page 2 of 12 DocuSign Envelope ID:59B00105-B8CD-49C1-8BF4-13DA7C70822D 1.7.2 Utilities that should be identified include but are not limited to utilities owned by the City, local franchises, electric companies, communication companies, private pipeline companies and V party owners/operators. 1.8 For project with potential utility conflicts: 1.8.1 The Consultant agrees to coordinate the verification and resolution of all potential utility conflicts. 1.8.2 The Consultant agrees to prepare and submit a monthly Utility Coordination Matrix to the City. 1.9 The Consultant agrees to complete the Scope of Services in accordance with the approved project schedule and budget as defined in Exhibit A, including completing the work in phases defined therein. 1.10 The Consultant agrees to conduct all communication through and perform all project-related functions utilizing the City's project management system known as e-Builder. This includes all correspondence, submittals, payment requests and processing, contract amendments and construction phase activities. ARTICLE II —QUALITY CONTROL 2.1 The Consultant agrees to perform quality assurance-quality control/constructability reviews (QCP Review). The City reserves the right to retain a separate consultant to perform additional QCP services for the City. 2.2 The Consultant will perform QCP Reviews at intervals during the Project to ensure deliverables satisfy applicable industry quality standards and meet the requirements of the Project scope. Based on the findings of the QCP Review, the Consultant must reconcile the Project Scope and the Opinion of Probable Cost (OPC), as needed. 2.3 Final construction documents that do not meet City standards in effect at the time of the execution of this Agreement may be rejected. If final construction documents are found not to be in compliance with this Agreement, Consultant will not be compensated for having to resubmit documents. ARTICLE III — COMPENSATION 3.1 The Compensation for all services (Basic and Additional) included in this Agreement and in the Scope of Services for this Agreement shall not exceed $ 225,891.00. 3.2 The Consultant's fee will be on a lump sum or time and materials (T&M) basis as detailed in Exhibit A and will be full and total compensation for all services and for all expenses incurred in performing these services. Consultant shall submit a Rate Schedule with their proposal. 3.3 The Consultant agrees to complete the Scope of Services in accordance with the approved project schedule and budget as defined in Exhibit A, including completing the work in phases defined therein. 3.4 The Director of Engineering Services may request the Consultant to undertake additional services or tasks provided that no increase in fee is required. Services or tasks requiring an increase of fee will be mutually agreed and evidenced in writing as an amendment to this contract. Consultant shall notify the City within three (3) days of notice if tasks requested requires an additional fee. 3.5 Monthly invoices will be submitted in accordance with the Payment Request as shown in Exhibit B. Each invoice will include the Consultant's estimate of the proportion of the contracted services completed at the time Contract for Professional Services Page 3 of 12 DocuSign Envelope ID:59B00105-B8CD-49C1-8BF4-13DA7C70822D of billing. For work performed on a T&M Basis, the invoice shall include documentation that shows who worked on the Project, the number of hours that each individual worked, the applicable rates from the Rate Schedule and any reimbursable expenses associated with the work. City will make prompt monthly payments in response to Consultant's monthly invoices in compliance with the Texas Prompt Payment Act. 3.6 Principals may only bill at the agreed hourly rate for Principals (as defined in the Rate Schedule) when acting in that capacity. Principals acting in the capacity of staff must bill at applicable staff rates. 3.7 Consultant certifies that title to all services covered by a Payment Request shall pass to City no later than the time of payment. Consultant further certifies that, upon submittal of a Payment Request, all services for which Payment Requests have been previously issued and payments received from City shall, to the best of Consultant's knowledge, information and belief, be free and clear of liens, claims, security interests or encumbrances in favor of Consultant or other persons or entities making a claim by reason of having provided labor or services relating to this Agreement. Consultant shall indemnify and hold City harmless from any liens, claims, security interests or encumbrances filed by anyone claiming by, through or under the items covered by payments made by City to Consultant. 3.8 The final payment due hereunder shall not be paid until all reports, data and documents have been submitted, received, accepted and approved by City. Final billing shall indicate "Final Bill — no additional compensation is due to Consultant." 3.9 City may withhold compensation to such extent as may be necessary, in City's opinion, to protect City from damage or loss for which Consultant is responsible, because of: 3.9.1 delays in the performance of Consultant's work; 3.9.2 failure of Consultant to make payments to subconsultants or vendors for labor, materials or equipment; 3.9.3 damage to City; or 3.9.4 persistent failure by Consultant to carry out the performance of its services in accordance with this Agreement. 3.10 When the above reasons for withholding are removed or remedied by Consultant, compensation of the amount withheld shall be made within 30 days. City shall not be deemed in default by reason of withholding compensation as provided under this Agreement. 3.11 In the event of any dispute(s) between the Parties regarding the amount properly compensable for any phase or as final compensation or regarding any amount that may be withheld by City, Consultant 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 Consultant does not initiate and follow the claims procedures as required by the terms of this Agreement, any such claim shall be waived. 3.12 Request of final compensation by Consultant shall constitute a waiver of claims except those previously made in writing and identified by Consultant as unsettled at the time of final Payment Request. 3.13 All funding obligations of the City under this Agreement are subject to the appropriation of funds in its annual budget. The City may direct the Consultant to suspend work pending receipt and appropriation of funds. The right to suspend work under this provision does not relieve the City of its obligation to make payments in accordance with section 3.5 above for services provided up to the date of suspension. Contract for Professional Services Page 4 of 12 DocuSign Envelope ID:59B00lC5-B8CD-49C1-8BF4-13DA7C70822D ARTICLE IV—TIME AND PERIOD OF SERVICE 4.1 This Agreement shall be effective upon the signature of the City Manager or designee (Effective Date). 4.2 The Consultant agrees to begin work on those authorized Services for this contract upon receipt of the Notice to Proceed from the Procurement Division. Work will not begin on any phase or any Additional Services until requested in writing by the Consultant and written authorization is provided by the Director of Engineering Services. 4.3 Time is of the essence for this Agreement. Consultant shall perform and complete its obligations under this Agreement in a prompt and continuous manner so as to not delay the Work for the Project, in accordance with the schedules approved by City. The Consultant and City are aware that many factors may affect the Consultant's ability to complete the services to be provided under this agreement. The Consultant must notify the City within ten business days of becoming aware of a factor that may affect the Consultant's ability to complete the services hereunder. 4.4 City shall perform its obligations of review and approval in a prompt and continuous manner so as to not delay the project. 4.5 This Agreement shall remain in force for a period which may reasonably be required for completion of the Project, including any extra work and any required extensions thereto, unless terminated as provided for in this Agreement. For construction design services, "completion of the Project" refers to acceptance by the City of the construction phase of the Project, i.e., Final Completion. ARTICLE V—OPINIONS OF COST 5.1 The Opinion of Probable Cost (OPC) is computed by the Consultant and includes the total cost for construction of the Project. 5.2 The OPC does not include the cost of the land, rights-of-way or other costs which are the responsibility of the City. 5.3 Since Consultant has no control over a construction contractor's cost of labor, materials or equipment, or over the contractor's methods of determining prices, or over competitive bidding or market conditions, Consultant's opinions of probable Project Cost or Construction Cost provided herein are to be made on the basis of Consultant's experience and qualifications and represent Consultant's best judgment as a design professional familiar with the construction industry, but Consultant cannot and does not guarantee proposals, bids or the construction cost shall not vary from the OPC prepared by Consultant. ARTICLE VI — INSURANCE REQUIREMENTS 6.1 Consultant must not commence work under this Agreement until all insurance required has been obtained and such insurance has been approved by the City. Consultant must not allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. 6.2 Insurance Requirements are shown in EXHIBIT C. ARTICLE VII — INDEMNIFICATION Consultant shall fully indemnify and hold harmless the City of Corpus Christi and its officials, Contract for Professional Services Page 5 of 12 DocuSign Envelope ID:59B00105-B8CD-49C1-8BF4-13DA7C70822D officers, agents, employees, 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 Consultant or its agent, Consultant under contract or another entity over which Consultant 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. Consultant 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, 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 Consultant shall reimburse the City's reasonable attorney's fees in proportion to the Consultant's liability. Consultant must advise City in writing within 24 hours of any claim or demand against City or Consultant known to Consultant related to or arising out of Consultant's activities under this Agreement. ARTICLE VIII —TERMINATION OF AGREEMENT 8.1 By Consultant: 8.1.1 The City reserves the right to suspend this Agreement at the end of any phase for the convenience of the City by issuing a written and signed Notice of Suspension. The Consultant may terminate this Agreement for convenience in the event such suspension extends for a period beyond 120 calendar days by delivering a Notice of Termination to the City. 8.1.2 The Consultant must follow the Termination Procedure outlined in this Agreement. 8.2 By City: 8.2.1 The City may terminate this agreement for convenience upon seven days written notice to the Consultant at the address of record. 8.2.2 The City may terminate this agreement for cause upon ten days written notice to the Consultant. If Consultant begins, within three days of receipt of such notice, to correct its failure and proceeds to diligently cure such failure within the ten days, the agreement will not terminate. If the Consultant again fails to perform under this agreement, the City may terminate the agreement for cause upon seven days written notice to the Consultant with no additional cure period. If the City terminates for cause, the City may reject any and all proposals submitted by Consultant for up to two years. 8.3 Termination Procedure 8.3.1 Upon receipt of a Notice of Termination and prior to the effective date of termination, unless the notice otherwise directs or Consultant takes action to cure a failure to perform under the cure period, Consultant shall immediately begin the phase-out and discontinuance of all services in connection with the performance of this Agreement. Within 30 calendar days after receipt of the Notice of Termination, unless Consultant has successfully cured a failure to perform, Consultant shall submit a statement Contract for Professional Services Page 6 of 12 DocuSign Envelope ID:59B00105-B8CD-49C1-8BF4-13DA7C70822D showing in detail the services performed under this Agreement prior to the effective date of termination. City retains the option to grant an extension to the time period for submittal of such statement. 8.3.2 Consultant shall submit all completed and/or partially completed work under this Agreement, including but not limited to specifications, designs, plans and exhibits. 8.3.3 Upon receipt of documents described in the Termination Procedure and absent any reason why City may be compelled to withhold fees, Consultant will be compensated for its services based upon a Time & Materials calculation or Consultant and City's estimate of the proportion of the total services actually completed at the time of termination. There will be no compensation for anticipated profits on services not completed. 8.3.4 Consultant acknowledges that City is a public entity and has a duty to document the expenditure of public funds. The failure of Consultant to comply with the submittal of the statement and documents, as required above, shall constitute a waiver by Consultant of any and all rights or claims to payment for services performed under this Agreement. ARTICLE IX— RIGHT OF REVIEW AND AUDIT 9.1 Consultant grants City, or its designees, the right to audit, examine or inspect, at City's election, all of Consultant's records relating to the performance of the Work 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. Consultant agrees to retain its records for a minimum of four 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. 9.2 Consultant's records include any and all information, materials and data of every kind and character generated as a result of and relevant to the Work under this Agreement (Consultant's Records). 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, and any and all other agreements, sources of information and matters that may, in City's and Consultant's reasonable judgment, have any bearing on or pertain to any matters, rights, duties or obligations under or covered by any Agreement Documents. 9.3 City agrees that it shall exercise the right to audit, examine or inspect Consultant's Records only during Consultant's regular business hours. Consultant agrees to allow City's designee access to all of Consultant's Records, Consultant's facilities and Consultant's current employees, deemed necessary by City or its designee(s), to perform such audit, inspection or examination. Consultant also agrees to provide adequate and appropriate work space necessary to City or its designees to conduct such audits, inspections or examinations. 9.4 Consultant shall include this audit clause in any subcontractor, supplier or vendor contract. ARTICLE X—OWNER REMEDIES 10.1 The City and Consultant agree that in the event the City suffers actual damages, the City may elect to pursue its actual damages and any other remedy allowed by law. This includes but is not limited to: 10.1.1 Failure of the Consultant to make adequate progress and endanger timely and successful completion of the Project, which includes failure of subconsultants to meet contractual obligations; Contract for Professional Services Page 7 of 12 DocuSign Envelope ID:59B00105-B8CD-49C1-8BF4-13DA7C70822D 10.1.2 Failure of the Consultant to design in compliance with the laws of the City, State and/or federal governments, such that subsequent compliance costs exceed expenditures that would have been involved had services been properly executed by the Consultant. 10.1.3 Losses are incurred because of errors and/or omissions in the design, working drawings, specifications or other documents prepared by the Consultant to the extent that the financial losses are greater than the City would have originally paid had there not been errors and/or omissions in the documents. 10.2 When the City incurs non-value added work costs for change orders due to design errors and/or omissions, the City will send the Consultant a letter that includes: (1) Summary of facts with supporting documentation; (2) Instructions for Consultant to revise design documents, if appropriate, at Consultant's expense; (3) Calculation of non-value added work costs incurred by the City; and (4) Deadline for Consultant's response. 10.3 The Consultant may be required to revise bid documents and re-advertise the Project at the Consultant's sole cost if, in the City's judgment, the Consultant generates excessive addenda, either in terms of the nature of the revision or the actual number of changes due to the Consultant's errors or omissions. 10.4 The City may withhold or nullify the whole or part of any payment as detailed in Article III. ARTICLE XI —CONSULTANT REMEDIES 11.1 If Consultant is delayed due to uncontrollable circumstances, such as strikes, riots, acts of God, national emergency, epidemics, acts of the public enemy, governmental restrictions, laws or regulations or any other causes beyond Consultant's and City's reasonable control, an extension of the Project schedule in an amount equal to the time lost due to such delay shall be Consultant's sole and exclusive remedy. The revised schedule should be approved in writing with a documented reason for granting the extension. 11.2 The City agrees that the Consultant is not responsible for damages arising from any cause beyond Consultant's reasonable control. 11.3 If Consultant requests a remedy for a condition not specified above, Consultant must file a Claim as provided in this Agreement. ARTICLE XII — CLAIMS AND DISPUTE RESOLUTION 12.1 Filing of Claims 12.1.1 Claims arising from the circumstances identified in this Agreement or other occurrences or events, shall be made by Written Notice delivered by the party making the Claim to the other party within 21 calendar days after the start of the occurrence or event giving rise to the Claim and stating the general nature of the Claim. 12.1.2 Every Claim of Consultant, whether for additional compensation, additional time or other relief, shall be signed and sworn to by a person authorized to bind the Consultant by his/her signature, verifying the truth and accuracy of the Claim. 12.1.3 The responsibility to substantiate a claim rests with the party making the Claim. Contract for Professional Services Page 8 of 12 DocuSign Envelope ID:59B00105-B8CD-49C1-8BF4-13DA7C70822D 12.1.4 Within 30 calendar days of receipt of notice and supporting documentation, City will meet to discuss the request, after which an offer of settlement or a notification of no settlement offer will be sent to Consultant. If Consultant is not satisfied with the proposal presented, Consultant will have 30 calendar days in which to (i) submit additional supporting data requested by the City, (ii) modify the initial request for remedy or (iii) request Mediation. 12.1.5 Pending final resolution of a claim, except as otherwise agreed in writing, Consultant shall proceed diligently with performance of the Agreement, and City shall continue to make payments in accordance with this Agreement. 12.2 Mediation 12.2.1 All negotiations pursuant to this clause are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. 12.2.2 Before invoking mediation, the Parties agree that they shall first try to resolve any dispute arising out of or related to this Agreement through discussions directly between those senior management representatives within their respective organizations who have overall managerial responsibility for similar projects. This step shall be a condition precedent to the use of mediation. If the parties' senior management representatives cannot resolve the dispute within 30 calendar days after a Party delivers a written notice of such dispute,then the Parties shall proceed with the mediation process contained herein. 12.2.2.1 In the event that City or Consultant shall contend that the other has committed a material breach of this Agreement, the Party alleging such breach shall, as a condition precedent to filing any lawsuit, request mediation of the dispute. 12.2.2.2 Request for mediation shall be in writing, and shall request that the mediation commence no less than 30 or more than 90 calendar days following the date of the request, except upon agreement of both parties. 12.2.2.3 In the event City and Consultant are unable to agree to a date for the mediation or to the identity of the mediator or mediators within 30 calendar days of the request for mediation, all conditions precedent in this Article shall be deemed to have occurred. 12.2.2.4 The parties shall share the mediator's fee. Venue for mediation shall be Nueces County, Texas. Any agreement reached in mediation shall be enforceable as a settlement agreement in any court having jurisdiction thereof. No provision of this Agreement shall waive any immunity or defense. No provision of this Agreement is a consent to suit. 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 Consultant 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. Contract for Professional Services Page 9 of 12 DocuSign Envelope ID:59B00lC5-B8CD-49C1-8BF4-13DA7C70822D 12.4 In case of litigation between the parties, Consultant and City agree that neither party shall be responsible for payment of attorney's fees pursuant to any law or other provision for payment of attorneys' fees. Both Parties expressly waive any claim to attorney's fees should litigation result from any dispute between the parties to this Agreement. 12.5 In case of litigation between the parties, Consultant and City agree that they have knowingly waived and do hereby waive the right to trial by jury and have instead agreed, in the event of any litigation arising out of or connected to this Agreement, to proceed with a trial before the court, unless both parties subsequently agree otherwise in writing. 12.6 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. ARTICLE XIII —MISCELLANEOUS PROVISIONS 13.1 Assignability. Neither party will assign, transfer or delegate any of its obligations or duties under this Agreement contract to any other person and/or party without the prior written consent of the other party, except for routine duties delegated to personnel of the Consultant staff. This includes subcontracts entered into for services under this Agreement. If the Consultant is a partnership or joint venture, then in the event of the termination of the partnership or joint venture, this contract will inure to the individual benefit of such partner or partners as the City may designate. No part of the Consultant fee may be assigned in advance of receipt by the Consultant without written consent of the City. The City will not pay the fees of expert or technical assistance and consultants unless such employment, including the rate of compensation, has been approved in writing by the City. 13.2 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. 13.3 Public Information. The requirements of Subchapter J, Chapter 552, Government Code, may apply to this contract and the Consultant agrees that the contract can be terminated if the Consultant knowingly or intentionally fails to comply with a requirement of that subchapter. 13.4 Standard of Care. Services provided by Consultant under this Agreement shall be performed with the professional skill and care ordinarily provided by competent licensed professionals practicing under the same or similar circumstances and professional license; and performed as expeditiously as is prudent considering the ordinary professional skill and care of a competent engineer or architect. 13.5 Licensing. Consultant 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. 13.6 Independent Contractor. The relationship between the City and Consultant under this Agreement shall be that of independent contractor. City may explain to Consultant the City's goals and objectives in regard to the services to be performed by Consultant, but the City shall not direct Consultant on how or in what manner these goals and objectives are to be met. 13.7 Entire Agreement. This Agreement represents the entire and integrated Agreement between City and Consultant 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 Consultant. Contract for Professional Services Page 10 of 12 DocuSign Envelope ID:59B00105-B8CD-49C1-8BF4-13DA7C70822D 13.8 No Third Party Beneficiaries. Nothing in this Agreement can be construed to create rights in any entity other than the City and Consultant. Neither the City nor Consultant intends to create third party beneficiaries by entering into this Agreement. 13.9 Disclosure of Interest. Consultant agrees to comply with City of Corpus Christi Ordinance No. 17112 and complete the Disclosure of Interests form. 13.10 Certificate of Interested Parties. For contracts greater than $50,000, Consultant 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/legal/ch46.htm1. 13.11 Conflict of Interest. Consultant agrees, in compliance with Chapter 176 of the Texas Local Government Code, to complete and file Form CIQ with the City Secretary's Office. 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. 13.11 Title VI Assurance. The Consultant shall prohibit discrimination in employment based upon race, color, religion, national origin, gender, disability or age. 13.12 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. Cases must be filed and tried in Nueces County and cannot be removed from Nueces County. 13.13 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. 13.14 Conflict Resolution Between Documents. Consultant hereby agrees and acknowledges if anything contained in the Consultant-prepared Exhibit A, Consultant's Scope of Services, the Consultant's response to the Request for Qualifications related to this project, or in any other document prepared by Consultant and included herein, is in conflict with Articles I-XIII of this Agreement (Articles), the Articles shall take precedence and control to resolve said conflict. [Signature Page Follows] Contract for Professional Services Page 11 of 12 DocuSign Envelope ID:59B00105-B8CD-49C1-8BF4-13DA7C70822D CITY OF CORPUS CHRISTI Freeman Schroeder Architects, LLC. DocuSigned by: D��acu++Signed by: f 12/11/2023LA� 12/6/2023 e 't� �5 &I P.E. Date Shel on chroeder, AIA Date Director of Engineering Services Partner 606 N. Carancahua, Suite 1002 Corpus Christi, Texas 78401 (361) 960-3771 Office sheldon@frescharch.com APPROVED AS TO LEGAL FORM: DocuSigned by: 12/6/2023 s�Nffif'City Attorney Date Res.033089 Authorized By Council 6/27/2023 ATTEST DS DocuSigned by: �J � 12/13/2023 ►` �� � kW nil ecre ary Date Contract for Professional Services Page 12 of 12 DocuSign Envelope ID:59B00105-B8CD-49C1-8BF4-13DA7C70822D frac � r ' I "Mo m6 a r e h P t e c t s (Rev-03) PROPOSAL September 8th, 2023 Architectural and Engineering Services Proposal for City of Corpus Christi Park Tourist District Facility and Warehouse — City of CC project # 23112 Attention to: Mr. Jeffrey H. Edmonds P.E., Director of Engineering Services City of Corpus Christi 1201 Leopard Street Corpus Christi, Texas 78401 Proposal submitted via e-mail: EgMyq_@cctexas.com Prime Consultant: Sheldon Schroeder, AIA Office: (361) 904-0268 Freeman Schroeder Architects LLC Cell: (361) 960-3771 606 N Carancahua Street, Suite 1002 e-mail: sheldonfrescharch.com Corpus Christi, TX 78401 Architect / Engineering (A/E) Team: Architect & Prime Consultant: Freeman Schroeder Architects Survey / Civil / Structural /Wind Engineer: Munoz Engineering MEP Engineering: Jose I. Guerra Geotechnical Engineering: Rock Engineering Landscape Architect: Alexis Dominguez Construction Cost Estimating: Project Cost Resources Proposed Scope of Services Outline: Our team is pleased to present this proposal for the Park Tourist District Facility and Warehouse. The proposed scope of work provides for Architectural and Engineering services necessary to administer full design and construction administration services commensurate with the standard of care normal to the A/E services community. Generally, the fresch Architects team understands the program to include office, and warehouse structures along with a secure exterior service yard. The project scope in this proposal is inclusive of the City stated CIP budget of$2,500,000.00 Description of preliminary program: The project is understood to includes the following elements. • An approximately 1,765 sq. ft. office building housing the following spaces at minimum: Four (4) private offices; Four (4) open workstations; Conference room; Break area with associated non-cooking facilities; Employee locker area; Accessible unisex restroom. Design consideration for possible (budget permitting) expansion of conference room to training room suited to serve approximately forty persons in a training configuration. Page 1 of 6 DocuSign Envelope ID:59B00105-B8CD-49C1-8BF4-13DA7C70822D frac � r ' I m6 MS a r e in P t e c t s (Rev-03) PROPOSAL September 8th, 2023 • An approximately 5,000 sq. ft. warehouse for material and equipment storage. Warehouse shall be designed for ventilation and heating as required by code but is not proposed to be air-conditioned. Warehouse is presumed to be a Pre-Engineered Metal Building (PEMB) structure in order to meet available budget. Warehouse shall house ATV utility vehicles. Material storage is presumed to be limited to less than 8' stacked height. • An all-weather exterior service yard supporting: secure storage of service vehicles and equipment; a large 40-70 cy dumpster with associated service access; bulk landscape material storage providing limited containment (not covered) with necessary delivery area via semi- trailer and loading /off-loading activities with heavy equipment. Scope of Services: 1. Program review and confirmation Confirm Owner's space program requirements. a) Initial program kickoff meeting with stakeholders and decision makers (Owner's project team). b) Initiate Survey work with Owner authorization. c) Prepare written program for Owner approval d) Present and review written program with Owner team. e) Revisions to program document as required 0 Owner written approval of program. 2. Schematic Design Phase (SD) a) Architect to begin Schematic Design process with development of a concept based on Owner approved program. b) Deliverable and presentation materials in this process consist of site plan; floor plans; Elevations and 3-dimensional model views to convey the concept. Preliminary code summary, building materials, and systems narratives are also proposed in this phase. c) A/E submittal shall also include sub-consultants preliminary systems design narratives and scoping plans as appropriate to convey integration with overall design concept d) Architect shall lead concept review and revision process with Owner team up to Owner approved Schematic Design. Up to three (3) face-to-face review meetings are budgeted for this schematic design phase. e) Owner written approval for Schematic Design. f) Initiate Geotech boring field work based on building site location in approved SD. 3. Design Development&Construction Documentation Phase The design team shall develop and finalize the design and contract documents during this phase based on the approved schematic design concept. Review and input with the Owner team shall be incorporated into this development process at intervals as may be Page 2 of 6 DocuSign Envelope ID:59B00105-B8CD-49C1-8BF4-13DA7C70822D frac � r ' I m6 MS a r e in P t e c t s (Rev-03) PROPOSAL September 8th, 2023 required by the Owner's process and at any other intervals as deemed critical for Owner input by the Architect. a) Meetings 1) Owner/A/E team review meetings shall be scheduled for review upon completion of each deliverable. b) Deliverables 1) 30% Submittal. In general this deliverable shall include preliminary design for all disciplines but may not include preliminary drawings for all systems and scope of the project as shall be included in the 60% submittal. 2) At 60% deliverable interval submissions shall include all A/E disciplines required of the project unless otherwise previously determined between Owner and Architect (a) General Notes, Abbreviations and Design Criteria (b) Overall site plans and layouts for all relevant disciplines including Civil Project Control & Utility Layouts (c) Building plans for all relevant disciplines including but not limited to floor and structural framing plans; roof plans; reflected ceiling plans; MEP systems plans (d) Building elevations, sections, and preliminary critical details (e) Construction Phasing Layout and General Notes (f) Architectural elevations, sections, roof plans, partition types, interior elevations, finish schedules, door and window schedules, key details. (g) MEP schedules, one-line diagrams and key details 3) Other documents: (a) Outline Technical specifications. (b) Opinion of Probable Construction Cost 4) 90% Submittal: (a) Plans as listed previously with additional detail development including integration of (b) DraftTechnical Specifications (c) Update Opinion of Probable Construction Cost to address design changes and/or cost relevant detail development. 5) Issue Sealed Drawings to Owner for permit and bidding: (a) Sealed Final Plans integrating any 90% Owner review comments warranting revision or inclusion. (b) Sealed Final Technical Specifications integrating any 90% Owner review comments warranting revision or inclusion. c) Owner review meetings are anticipated following the 30%, 60%, and 90% Submittal 1) Provide comment response following Owner review at each interval deliverable. 4. Bidding Phase a) Attend Pre-proposal Conference. b) Response to bidder Requests for Information (RFIs) c) Preparation and issuance of addenda as required during the bidding period. Page 3 of 6 DocuSign Envelope ID:59B00105-B8CD-49C1-8BF4-13DA7C70822D frac � r ' I m6 MS a r e h P t e c t s (Rev-03) PROPOSAL September 8th, 2023 5. Construction Administration Phase a) Construction site visits and observation reports. Architectural site visits shall be every other week. b) Perform MEP Commissioning (process is established and scheduled with GC at beginning of Construction.) c) Additional site visits may be scheduled as deemed necessary by the Architect and/or Engineering team. d) Windstorm inspections shall be coordinated with Contractor at required intervals. e) Other design team members shall visit the site as required by the Architect. f) Review of Submittals, Shop Drawings, and laboratory test results as applicable to the Contract documents. g) Review and response to Contractor's RFIs. h) Preparation of Architect's Supplemental Instructions (ASIs). i) Review of change order proposals and change orders. j) Review Contractor's monthly applications for payment. k) Preparation of record documents to incorporate revisions issued by the design team and Contractor "as-built" mark-ups. 1) Conduct punch-list walk-through with Owner & Contractor upon substantial completion and prepare typed punch-list. m) Conduct final confirmation walk-through upon completion of punch-list by contractor. n) Additional walk-throughs if necessary to re-confirm completion or correction of construction issues may warrant invoicing as an hourly service. 6. Warranty Period: a) Available on a work-week appointment capacity to the Owner to review issues with the completed facility during the warranty period. b) Prior to conclusion of warranty period Architect shall be available to conduct a final warranty walk-through with the Owner and Contractor at the Owner's invitation. Clarifications and Exclusions: 1. Coordination of Texas Accessibility Standards TDLR registration, plan review, and site inspection is included in this scope of services. Selection of RAS for plan review and inspection to be made by Architect. Fees for plan review and inspection are not included in this proposal. Fees for RAS plan review and inspection shall be billed to Owner as a pass through at direct cost. 2. Windstorm design and on-site inspections are an included part of this proposal. NOTE: The Architect and Engineer shall hold a pre-construction meeting with the General Contractor (GC) to review Construction Schedule and to establish parameters for timely review of critical elements. Architect shall make their best effort to maintain open communication with the GC on changes in project schedule and critical windstorm inspection intervals through bi-monthly site visits, however A/E team shall not be responsible for un-realistically late or non-notification of critical site observation intervals. A/E shall not be responsible for costs related to removal of in-place work if necessary to perform required windstorm inspections. 3. Preparation of drawings and specifications for items not specifically listed in this scope of Page 4 of 6 DocuSign Envelope ID:59B00105-B8CD-49C1-8BF4-13DA7C70822D f rncr— � r ' I "Mo m6 a r o h i t e o t s (Rev-03) PROPOSAL September 8th, 2023 work is not included in this scope of services. 4. Building Information Modeling (BIM) shall be utilized to facilitate creation of the construction documents, however scope and level of 3-D modeling vs. 2-D drawings is at the discretion of the A/E team. Digital BIM model shall remain intellectual property of the Architect, but may be released, under digital license agreement, for limited use specifically in execution of this project 5. Special inspections are not included in this scope of services. 6. Materials testing is not included within this proposed scope of service. 7. Warehouse structure has been presumed to be a Pre-Engineered Metal Building (PEMB). Engineering specific to this type of building system is delegated to the manufacturer for all components above the foundation. This project scope includes review of the PEMB design for conformance with project specific design criteria, including windstorm, Proposed Compensation: Team Member Discipine/service-Base Scope Fee fresch Architects Architect/Team Lead $72,860.00 Munoz Engineering. Surveying (Boundary&Topographic) $7,990.00 Suveying (Elev. Cert. pre/post Const. $3,370.00 Civil Eng. - public improvements (water) $4,850.00 Civil Eng. - project specific $28,020.00 Structural &Windstorm Engineering $23,586.00 Jose I. Guerra, Inc. Mech./ Elec./ Plumb. (Base Scope) $45,080.00 MEP Commissioning $10,695.00 Alexis Dominguez Landscape Architect & irrigation design $5,640.00 Rock Engineering Inc. Geotechnical Engineering $8,265.00 Project Cost Resources, Inc. Cost Estimating Consultant $5,440.00 Total Base scope services $215,796.00 Alternate Services Discipline/Service-Alternate Jose I. Guerra, Inc. Warehouse Fire Protection $6,095.00 Warehouse Fire Protection (add for high stack) $4,000.00 Total Alternate services $10,095.00 Final Total -All services $225,891.00 Services shall be billed monthly for completed work based on the following percentages Programming & Schematic Design Phase** 30% Documentation Phase 50% Bid & Permit Phase 5% Construction Administration Phase 15% Page 5 of 6 DocuSign Envelope ID:59B00105-B8CD-49C1-8BF4-13DA7C70822D frac � r ' I m6 MS a r e h P t e c t s (Rev-03) PROPOSAL September 8th, 2023 **Scope such as Geotechnical and Survey work may be billed bill concurrent with design phases in which they occurred. Proposed Design Schedule: • Program Confirmation — 1 week • Preliminary Schematic Design —5 weeks • Schematic Design —30% Submittal —4 weeks • Construction Documentation —60% Submittal — 6 weeks • Construction Documentation —90% Submittal — 6 weeks • Construction Documentation — Issue Sealed Documents—4 weeks The schedule durations listed above are independent of Owner review periods. Additional Services: Additional design services are not anticipated for this project; however, should the proposed scope of services be altered by the Owner and/or Client, the Architect shall review with the Client the original project scope and the proposed revisions and determine a mutually agreeable course of action and additional fee if warranted. For reference purposes Freeman Schroeder Architect's proposed hourly rates and hourly rates for all Subconsultants are included in the attachment to this proposal. It may be presumed that additional services shall be based on these rates. Reimbursable Expenses: Reprographic and photographic services Delivery service charges Travel outside of the greater Corpus Christi area Proposal by: Sheldon Schroeder, AIA Signature - .._ Date: September 8th, 2023 Proposal accepted by: Client Representative: Signature: Date: We look forward to working with the City of Corpus Christi on this project! Page 6 of 6 DocuSign Envelope ID:59B00105-138CD-49C1-8BF4-13DA7C70822D Sample form for: COMPLETE PROJECT NAME Payment Request AE Contract Project No.XXXX Revised 02/01/17 Invoice No. 12345 Invoice Date 01/01/2017 Total Current Previous Total Remaining Percent Basic Services: Contract Amd No. 1 Amd No.2 Contract Invoice Invoice Invoice Balance Complete Preliminary Phase $1,000.00 $0.00 $0.00 $1,000.00 $0.00 $1,000.00 $1,000.00 $0.00 100.0% Design Phase $2,000.00 $1,000.00 $0.00 $3,000.00 $1,000.00 $500.00 $1,500.00 $1,500.00 50.0% Bid Phase $500.00 $0.00 $250.00 $750.00 $0.00 $0.00 $0.00 $750.00 0.0% Construction Phase $2,500.00 $0.00 $1,000.00 $3,500.00 $0.00 $0.00 $0.00 $3,500.00 0.0% Subtotal Basic Services $6,000.00 $1,000.00 $1,250.00 $8,250.00 $1,000.00 $1,500.00 $2,500.00 $5,750.00 30.3% Additional Services: Permitting $2,000.00 $0.00 $0.00 $2,000.00 $500.00 $0.00 $500.00 $1,500.00 25.0% Warranty Phase $0.00 $1,120.00 $0.00 $1,120.00 $0.00 $0.00 $0.00 $1,120.00 0.0% Inspection $0.00 $0.00 $1,627.00 $1,627.00 $0.00 $0.00 $0.00 $1,627.00 0.0% Platting Survey TBD TBD TBD TBD TBD TBD TBD TBD TBD O&M Manuals TBD TBD TBD TBD TBD TBD TBD TBD TBD SCADA TBDI TBDI TBDI TBD TBDI TBDI TBD TBD TBD Subtotal Additional Services $2,000.001 $1,120.001 $1,627.001 $4,747.00 $500.001 $0.001 $500.00 $4,247.00 10.5% Summary of Fees: Basic Services Fees $6,000.00 $1,000.001 $1,250.00 $8,250.00 $1,000.00 $1,500.001 $2,500.00 $5,750.00 30.3% Additional Services Fees $2,000.00 $1,120.001 $1,627.00 $4,747.00 $500.00 $0.001 $500.00 $4,247.001 10.5% Total of Fees $8,000.00 $2,120.001 $2,877.00 $12,997.00 $1,500.00 $1,500.001 $3,000.00 $9,997.001 23.1% 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 B Page 1 of 1 DocuSign Envelope ID:59B00105-B8CD-49C1-8BF4-13DA7C70822D FRESCARC DATE(MMIDDIYYYY) ACORDTM CERTIFICATE OF LIABILITY INSURANCE 11/29/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Michelle Weweh NAME: USI SouthwestPHONE FAX A/c,No,Ext:972 737-6261 A/C,No: 713-490-4700 9811 Katy Freeway,Suite 500 E-MAIL q ADDRESS: usi.certre uest usi.com Houston,TX 77024 INSURER(S)AFFORDING COVERAGE NAIC# 713 490-4600 INSURER A:XL Specialty Insurance Company 37885 INSURED INSURER B: Freeman Schroeder Architects, LLC dba INSURER C Fresch Architects INSURER D: 606 N Carancahua, Suite 1002 INSURER E: Corpus Christi,TX 78401 INSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP WLIMITS LTR INSR VD POLICY NUMBER MMIDDIYYYY W MMIDDIYY COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS-MADE E OCCUR PREMISETO OERENTED occurrDence $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ PRO- PRODUCTS-COMP/OP AGG $ POLICY JECT LOC OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY YIN STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? ❑ N I A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT 1$ A Professional DPS9920981 04/23/2023 04/23/202 $1,000,000 per claim Liability $2,000,000 annl aggr. DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) RE: Parks Tourist District Facility&Warehouse-Project No. 22012 The Professional Liability policy provides a Blanket Waiver of Subrogation when required by written contract, except as prohibited by law. The Professional Liability policy includes an endorsement providing that 30 days notice of cancellation for reasons other than non payment of premium and 10 days notice of cancellation for non payment of premium will be given to the Certificate Holder by the Insurance Carrier. CERTIFICATE HOLDER CANCELLATION City of Corpus Christi SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Attn: Engineering Services ACCORDANCE WITH THE POLICY PROVISIONS. P.O. Box 9277 Corpus Christi,TX 78469-9277 AUTHORIZED REPRESENTATIVE Project#22012-Parks Tourist District Facility&Warehouse ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) 1 of 1 The ACORD name and logo are registered marks of ACORD #S42710567/M42709839 MZWHA DocuSign Envelope ID:59B00lC5-B8CD-49C1-8BF4-13DA7C70822D dba Fresch Architects Policy No. DPS9977400 4/23/2021 - 4/23/2023 2. The specific nature and extent of the injury or damage that has been sustained; and 3. How the INSURED first became aware of such CIRCUMSTANCE(S), then any CLAIM(S) that may subsequently be made against the INSURED arising out of such reported CIRCUMSTANCE(S)shall be deemed to have been made on the date first written notice of the CIRCUMSTANCE(S) was received by the Company. This right conferred upon the INSURED in this Paragraph shall terminate at the end of the POLICY PERIOD and shall not exist during the Automatic Extended Reporting Period or Optional Extended Reporting Period. XI. OTHER CONDITIONS A. Cancellation This Policy may be canceled by the NAMED INSURED by surrender thereof to the Company or any of its authorized agents or by mailing to the Company written notice stating when thereafter the cancellation shall be effective. This Policy may be canceled by the Company by mailing to the NAMED INSURED, at the address stated in Item 1. of the Declarations, written notice stating when, not less than thirty (30) days thereafter (or ten (10) days thereafter for non-payment of premium), such cancellation shall be effective. The mailing of notice as aforesaid shall be sufficient proof of notice. The time of surrender or the effective date and hour of cancellation stated in the notice shall become the end of the POLICY PERIOD. Delivery of such written notice either by the NAMED INSURED or by the Company shall be equivalent to mailing. If this Policy is canceled, earned premium shall be computed in accordance with the Company's guidelines with respect to cancellation. Premium adjustment may be made either at the time cancellation is effected or as soon as practicable after cancellation becomes effective, but payment or tender of unearned premium is not a condition of cancellation. B. Action Against The Company No action may be brought against the Company unless, as a condition precedent thereto, there shall have been full compliance with all of the terms of this Policy, nor until the amount of the INSURED'S obligation to pay shall have been finally determined either by judgment against the INSURED in a contested proceeding after final judgment has been rendered and any appeal decided, or by written agreement of the INSURED, the claimant and the Company. No person or organization shall have any right under this Policy to join the Company as a party to any action against the INSURED to determine the INSURED'S liability, nor shall the INSURED or the INSURED'S legal representative join the Company in such action. Bankruptcy or insolvency of the INSURED or the INSURED's estate shall not relieve the Company of any of its obligations hereunder. C. Assignment This Policy may not be assigned or transferred without written consent of the Company. D. Subrogation In the event of any payment under this Policy, the Company shall be subrogated to all the INSURED'S rights of recovery therefor against any person or organization, and the INSURED shall execute and deliver instruments and papers and do whatever else is necessary to secure such rights. The INSURED shall do nothing after a CLAIM(S)to prejudice such rights. However, it is agreed that the Company waives its rights of subrogation under this Policy against clients of the INSURED as respects any CLAIM(S) arising from PROFESSIONAL SERVICES, or CONTRACTING SERVICES under the client's contract requiring waiver of subrogation, but only to the extent required by written contract. LDD 050 1116 Page 15 of 16 5/7/2021 3:51:19 PM ©2016 X.L.America, Inc. All Rights Reserved. May not be copied without permission. DocuSign Envelope ID:59B00105-B8CD-49C1-8BF4-13DA7C70822D EXHIBIT D Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services is NULL to this Agreement. EXHIBIT D Page 1 of 1 DocuSign Envelope ID:59B00105-B8CD-49C1-8BF4-13DA7C70822D SUPPLIER NUMBER TO BE ASSIGNED BY CITE PURCHASING DIVISION City of' CITY OF CORPUS CHRISTI Corpus DISCLOSURE OF INTEREST Christi City of Corpus Christi Ordinance 17112, 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 reverse side for Filing Requirements, Certifications and definitions. COMPANY NAME: fresch Architects P.O.BOX: STREET ADDRESS: 606 N. Carancahua; Suite 1002 CITY: Corpus Christi ZIP: 78401 FIRM IS: 1. Corporation ❑ 2. Partnership LLC 3. Sole Owner E]4. Association 5. Other DISCLOSURE QUESTIONS If additional space is necessary please use the reverse si ` de 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) NONE 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 NONE 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 NONE 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 NONE DocuSign Envelope ID:59B00105-B8CD-49C1-8BF4-13DA7C70822D 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: Sheldon Schroeder Title: Partner (Type or Print) Signature of Certifying :_ Date: Person: 11/10/2023 DEFINITIONS a. `Board member." A member of any board, commission, or committee appointed by the City Council of the City of Corpus Christi, Texas. 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 of Corpus Christi, Texas either on a full or part- time basis,but not as an independent contractor. 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.