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HomeMy WebLinkAboutC2005-642 - 11/16/2005 - NAPROFESSIONAL SERV1CES AGREEMENT BE'rWEEN THE CITY OF CORPUS CHRISTI AND ARCADIS G&M, INC. COUNTY OF NUECE8 ! ! ! KNOW ALL BY THESE PRESENTS: This pmfesskmai sewicaa agreemeat ('Ag is entered ir, , by and between the City of Corpus Christi, a Texas home-rule municipality ('City'), acing through Its City Manager or his designee ('CIt~ Manager'), and ARCADIS ~, Inc., a fomigh corporation organized under the taws of the Srato of Colorado, acting through an authortz~d re~resenta'dve of the coqxx~on ('ARCADES'). Se~ion 1. Engagement. TI~e City engages ARCADIS to provide servk:e~ for the City. ARCADIS must oblaln, at Its o~m co~t, Mllcen.aa and certlfice'dor~ neceaaery to pe~- form the se~ices required under this Agreement. ~ctlon 2. Tenn. The ten~ of this Agreement will commence up(m execution by the City Manag~ and will expire two months from the date of executdon. (A) ARCADIS shall perfom an environrne~tal site asaesa~ent, at a phase I accordance with ASTM Standard E1527-O0 (Standan~~ for level, In . Envfmnrn~.=l sire Asse~: Phase I Environmental Site Assesstr~ Process) and the U. S. Enviro~rnenL=; Pro~ecfion Agency's 'all approlxiate Inguiry' requirements relating to environrn~l site assessment surveys (B) ARCADIS shall perform ffm Services wffh mapect to the site and nubjact pro~rty outlined a~ the Garcia Arl~LEducafion Center area, located adjacent I~ the ir~msectlon of Agnes and 18'" Stm~ In Corpus Christi, Nueces County, Texas, known as. Lot 2.A, Lawnvtew SubdMslon, and its abutting properl~, parlJcularly I~,- 4 and 5, Block 5, of the I.awnvlew Subdivblo~ ('l=¥emlaam') aa shown on Exhibit A, which exhibit ia attached to and Incor- porated In this Agreement by ~efemnce an if fully set out in fl~ia document. The Services provided shall include, but not be limited to, the following: (1) Obtain and review historic aerial photographs of the Premises. (2) Conduct a visual inspection of the Premises as the site of interest look, lng for potential and probable areas of concern from an erwiron- mental pempec~, such aa Identification of h-~mrdous substances, h~rdous materials, and h~rdous wastaa, and define the curr~t ope,.,.t;ons that may have an environmental impact on the site. Addl- ~rtadb Z005-642 11116/0~ 1~)nally, the Premises' exJsiting site cofldifion6 must be docurnentad with digital photographs. (3) Su.rv~ .tim a~l, Jacent and surrounding properlJes to identify actual c~ pomrram erw~ronmental cencems that may affect the en~ro~mental ~ability of the Promises, both at the present time end In the futura. (4) Review Texas Commission on Environmer, b~ Quality regis'mind patm- leum storage tank and leaidng petroleum storage stank databam~ for any refare~cea, notatJorm, concem8~ investigation detaJb, or other information that may be catalogued ~n tim database regarding the Pmmiaes. (5) Interview current landowners, operators, represenfativee, and o~'ter people, including adjacent and surrounding neighbors, fiat may have knowJedge of the currant and historical uses of the PremMea. (8) Provide will,an environrn~Lal que~onnaires to be comp~ed by the Premim~' ownem and olfmr relevant pnrtle~ ~ knowleclge of the PmmJm~' currant nnd pe~ use~/oc~ul:~donn of the property. (7) Obtain and review environrne~'~tal dubdme searches concemlng ttm Premlaes and immeclla~ areas of in~emst in accordance w~ setab- lishad indu~y ~='tclards; the databases' search tools will be used to locate regulated facllitlae and other matters of environmental ceex:em that may affect the Pmmi~es. (8) Perform analysis and issue a ~w~'u~n opinion on a 50-year chain-of-flUe document regarding poeeible and potential areas of envkonmer~l concern for a spec of the subject property, which will be more particularly iden'dflad by City staff during the pedormance of thi~ Agmnt. ARCADIS has no duty to p~rchase the 50-year chal~ of-ffi~e documnt; the documem will be ~upplled by City staff. (g) Pmeent all flndinga in ~ detailed, written repo~ su~lemenl~ with all aupporting documentation utilized to prepare the written record, such se tc~x~graphlcel maps, ~'m mape, and aerial and ~round-based photo- graphs ~ Relx~rr). Additionally, the Wrflten Report must in- clude ,,ny flndlnge of cor,:ern regarding the Promises that require further as asbem surveys, soil ampllng, or gro~rxtwater sampling, and that were identified by ARCADIS during the (10) Although ARCADIS may desire to submit draft progress reflod~, the final Written Report must be submitted in duplicate within ~ree weeks of execution of tflis Agreement. Secaon 4. CompMmaUon. (A] In ccma~ of ARCADIS's faithful performance of this Agreement and aa full campenMtion for profe~ionaJ sewicea performed pumuant to this Agreement, the City shall pay ARCADIS a fixed fee of $2,850.00. (B) Upon submission of the Written Report, ARCADIS shall submit an Invoice for ~ ..r~cee performed. W~in thirty days of submission of the into, ~ City aha, pay ARCADIS for services rendered. H ~:G-D~'I~ .... N:)mI~ ~ C)~M~-..AD~ Phale I Agmt 0eos doc Plgl 2 of ? ~Uon $. Irmurance. (A) Before the performance required under this Agreement can begin, ARCADIS shell obtain the insurance coverages as stated in Exhibit B, which exhibit is attached to this Agreement and incorporated In this Agreement by ~;erence herein, must deliver aa If fully set out near Additionally, ARCADIS a copy of the certificate of Insurance ('Cerlfflcate') aa proof that the insurance covmagea required by Exhibit B have been obtained. Copies of the Certificate must be submitted to the Risk Manager of the City of Corpus Christi ('Risk Marm- Der'). Furthermore, for the term of this Agreement, ARCADIS must rrmln- (sin in force all insurance coverages required by Exhibit B. (B) The Certiflcato must state ttmt the Risk Manager shall be given at least 30 days notice of cancellation, material change in the coverages, or intent not to renew any of the policies required under this Agreement, by certified maR. Additions_ _lly, the City of Corpus Christi must be named aa an additional Insured foY liability arising from ARCADIS's provision of Services under this (c) (D) If the ~nsurance company utilized by ARCADIS ele~ to [me lyre standard ACORD form, the cancellatio~ clause located on the bottom right of the ACORD form must be amended by adding ~ wording 'materially changed or' between *be' end 'canceled,' deleting the words 'endeavor to,' and ARCADIS must provide workers' compensation coverage through e licensed Insurance company o~ through serf-insurance obtained In ~)rdance wtth Texas law. (E) ARCADIS mu~t ensure that any and all subcohbuctom perfof,'.ing Services under this Agreement meet tyro insurance requirements of this Agreement. Secllon [ Indemnification. To tJ~e extent allowed by Texas law, ARCADIS ('lndemnitor") shaft indemnify and hold harmless the City of Corpus ('lndemnltees') from end against any and ell liability, damages, Iosa~ expenses, claims, suits, and causes of action to ~e extent ~ by or arising out of any negligent acts or omissions or Intetztional or willful misconduct in connection with tJ~e of services under this egreement by ARCADIS, its employees, agen~ successors, ass/gns, repmsent~Uves, and subconbactors. ARCADIS convenents and agrees flint, if the Indemnitees, or any of indiv~uelly, ere mede a party to any Iiffgaffon Involvfng ARCADIS and ffze servfces ~ under ffzis Agreement or In any Ii#geffon commenced by any party o~er ffmn ARCADIS and relating to ~hls ~ ARCADIS shall, upon receipt of reasonable no~e regarding commencement of litigation and at its own expense, i~ a/I c/a/ms end demands, attend to the/r se;;;ement or offmr ~, defend the Indemnitees In all ecffons based tJ~ereon counsel saSsfectory to Indemnltees, and pay all charges of effon~ys and all other costs and expenses of any Idnd arising from any said liability, damages, losses, expenses, claims, suits, and causes of Section 7. RMatlmtahlp. (A) ARCADIS will perform all Services as an independent contractor and will fur- nish the Services in its own manner and mettxx:l and under no circum- etanco~ or conditions will an agent, representetJve, employee, or subcon- tractor of ARCADIS be considered an employee of the City for any purpoMe or reasons whatsoever (B) Any agent, reprasentatJve, employee, or subcontractor of ARCADIS assigned to _p~forrn Services under this Agreement shall be competent, capable, qualified, and shall be duly licensed to perform the Services, if Ilcenaum is required by the State of Texas for performance of any porl~ of Section 8. Force Majeure. No party to this Agreement will be liable for failure~ or deMy~ tn per.finance due to any cause beyond their control including, but not Ilmltod or the public enemy common carrier, severe Inclement weather, Hots, or interference by civtl or military authorltlas. The rights and obligations of the parties will be tempomflly suspended during this perkxl tothe extent per~orrnsnce is reasonably affected. Section 9. Assignment and Transfer. This Agreement may not be, in whole or In peril ,.~gned or~eansfermcl, dlrectty or Indirectly, by either party without the prior writ- ten consent of both partias to this Agreement. Subject to the foregoing, this Agreement shall be blndfng upo~ the City and ARCADIS, their successors, and assigns. Section 10. Non-Dlacrlmlnatton. ARCADIS shall not discriminate nor permit dlscrkn- inafion against any person or group of parsons, as to employment or in the pedorrnam:e of 8ewioas under this Agreement, on tt~ grounds of race, religion, national origin, sex, disablllty, or age, or in any manner prohblted by the laws of the United States ? the State may direct to enforce this nor~cliscrimi'.ation covenant. (A) ARCADIS mu~t comply with all federal, State, and local government law~, rules, regulatdons, and ordinances,which may be ap[)lica~ole to its requked pedormance under this Agreement-- (B) AJI actions brought to enforce compliance will be b _rc~ught In Nuecea County, wi'mm this Agreement was executed and will be performed. (C) This AgmmTmnt v~l be governed by and construed in accordance with the Section 12. Notfl=e. (A) All notices, demands, requests, or replies provided for or permitted, under this Agreement by either party must be in writing and must be delivered by one of the folowing methods: (1) by personal delivery; (2) by delx~t ~ requested, postage prepaid; (3) by prepaid tek,gram; (4) by deposit with an overnight express delivery service, for which service has been prepaid; or, (5) by fax Iransmiasion. (B) Notice depoaltod ~ t~ United States Postal Service in the manner dMcrl~d above will be deemed effective two (2) business days after H:~LE~ Fke~tCD~.RCA~ 8 P'MM I AG~t (~05.~x: P~4~ 7 deposit ~ rite United Statea Postal S~'vica. Notice by telegram or overnight e3q:)mss delivery service in the manner described above will be. deemed effective one (1)business day after transmission to the tolagmpn company or ovemight expre~, carder. Notice by fax will be deemed effective upon tranamismon with proof of delivery to the receiving party. such communications must only be made to the following: IF TO CITY: IF TO ARCADIS: City of Corpus Christi ARCADIS C-.-.-.-.-.-.-.-.-~M. Inc. Attn: Jonathan Wagner Attn: Ken Bmndner P. O. Box 9277 711 N. Carancahua.Suite 700 c'.nn~ Chrl~d TX 78489-9277 C-nmus Christi TX 78475 (381) 844-1740 Fax (381) 883--7585 Fax (C) Eil~r party may change the address to which notice is .sent by.using e me.od set out above. ARCADIS shall notify the .City of an aoaress change within 10 calendar days after the address m changed. Section 13. Amendments. No alterations, changes, or modifications of. the ...t..~.ms of this Agreement nor the waiver of any provision will be valid unless m.ade in writing and signed by both par'dee to this Agreement by a pemon authorized to mgn agreements on 8action 14. Watv~'. (A) The failure of either party to complain of any act or omission on the part of the other party, no matter how long the same may continue, will not be deemed a waiver by said party of any of its rights under this Agreement. (B) No ....w:~hmr of .any covenant or condition or of the b..mach of any cov?na.,nt or condition of th~s Ag ..me..~ .-nent' by.either party at anytime.express or mpuee, will be taken to constitute a wmver of any subsequent breach of the covenant or condition nor will Justify or authorize the nonobservance on any oflher occasion of the same or any other covenant or condition of this Agree- (C) If any action by the ARCADIS requires the consent.or app .royal of the City on one occasion, any consent or approval given on sa~3 occasK)n ~11 not ~ deemed a consent or approval of the same or any other action m any omer (D) Any waiver or indulgence of ARCADIS's defa.ult of,any provision of this Agreement will notbe considered an estoppel aga,n,st ~ City. It is e~.-~ pre~.., understood that if, at any time, ARCADIS is in aemult In anym frs conditJorm or covenants hereunder, the failure on the part of the City to hE, and remedies which the City may have will not be considered a wa._h~, off the part of the City, but the City may at any time avail itself of said rig.ii or remedies, or the City may elect to_. _t?~_m__ I~..n_a~___ this Agreerne~t on account of said default, following submissio~ o~ a wha~ default notice to ARCADIS. (E) The rights and remedies in this section am cumulative and am in addition to any other righa and remedies provided by law. (A) fi.for any reason, any sacfion, paragraph, su..bd~sion, clause, prov~lon, phraae, or word of this Agreement or the application hereof to any pemon or H.~LEI3-C~Del31 Flmfl-lC~ ~ I .a~ (~ doc 13ag~ ~l ~ 7 circumstance ia, to any extent, held illegal, invalid, or unen[orceable under present or futura law or by a final judgment of a court of competent Jurisdic- tion, then the remainder of Ibis Agreement, or the application of said term or provision to persons or c~rcumstances other than those as to which it Is held illegal, invalid, or unen;"orceable, will not be affected ffmreby, for It Is tim subdivision, clause, provision, phrase, or word hereof be given full ~ and effect for its purpose. (B) To the extent that any da[me or provision is held illegal, invalid, or un- enforceable under prasent or future law effective dunng the term of this Agreeme~ then the remainder of this Agreement is not affeca~ thereby, and in lieu of each such illegal, invalid, or unenforceable da[me or provision, a clause or provision, as similar in terms to such illegal, invalid, or un- enforceable clause or provialon as may be possible and be legal, valid, and enforceable, will be added to this Agreement automatically. Sectk~t 1~. IN~lgetary Approflrlatlone. ARCADIS understands and ac~<]lov~:lgas that the contlnuatFon ofthis Agreement after the close of any fiscal year of the City, which fiscal year ends on July 31 of each calef~lar year, is subject to sufficient apprapr~tlorm and ___budget approval providing for or covering this Agreement as an expendlure in the Clty'~ budget. The City does not represent to ARCADIS that said budget Item will be actually adopted, the deeeeminafion as to appropriations and within the sole discretion of the City'8 City Council at the time of edo136on of the C~y's budget. If revenue funds are not appropriated for any individual Section 17. Entlmb/Clauae. This Agreement and the attached and Incorporated ex- hib~ co~.tYaJte the entire agreement between the City and ARCADIS for the purpoee ~tated. All other agreements, promisas, representations, and understandings, omi or otherwise, wilh re~rence to thesubject m~matter hereof, unless contained In this Agmeme~_. am exprasaly revoked, as the parties intend to provide for a comple~ understanding within theprovisions of this Agreement and its exhibits of ~ terms, condlflorm, promises, andcovenante relefing to ARCADIS's performance hereunder. (EXECUTION PAGE FOLLOWS) EXECUTED IN DUPLICATE, each of which will be considered an original, on this the ~ day of h,. ~,.t ,..A,.~.. _, 2005. crrY OF CORPUS CHRISTI Ge6rge K. Noe City Manager APPROVED A8 TO FORM: November 8, 2005 · ~ t~., ~R. Htmdley ~ cou.w Th~d~l~~ ~ acknowledged me on ,2005, by /,~'~t4'7.... , an authorized mprese,,tutk~e ARCA. DIS G&M, Inc., a foreign bualnena coqxxu[k3n organized under lhe lawn ofthe State of Colorado, on behalf of ff~e corpo[uLk)n. Nobary Publio~, S'~e of ~ H't. EO-D~q~[~ F~e~iCD~.~D~ Phme [ Agmt Oe05.0oc Pn~7~ 7 EXHIBIT A EX)'III~T B CO~ULT.4~8 LIARII ITY INSURAN~I~ Mow any lubcontmctm' to commence wo('k un~q MI aubcontract~r hM been ob~tned. B ~ mu~t funllah to the City's ~ Manager two (2) copse of CerUftcMa~ ahowtng ~ ~ minimum coverage by ~ cornoeny(i) ~::~p' '-Is to the ~ Rbk /UM mmJRANC~ ~ 5 Indlpll'~k. it Ccx'lb'l~ixI C In the event of m:a:lden'm of any kJnd, the Co~mt~mnt mt. mt furnish the Rick Manligm' ~ oopMe cd'el report= of auch accidenta w~tn ten (10) claye of ecckWd. Ar'q3fTIONAi RF*r"~.JIRFMFNT6 Lemme mum obtain woW, em' (x)rr~ coverage U~rough . Ilcenaed Inma'mnce conq~ny o~talned ~ accordance wflh Texa~ law. The cord]act for coverage mu~t be writtm't on · po~y and endorBemen~ ap~roYed by the Texal D(~:~.b,~d of In~um~:e. The coverage provk:i~:i mt. mt be In m't emro.mt eufllcte~ to MmJre that Idl workere' comf)enealJon obllgetlorm Incurred by Lmmee wifl be promptly met. B. ~ o~ In~ur~e: B * The n~me of I~e project mu~t be lt~t~d under '~ of Ope, ~Uorm' At a minimum, a ~}-dmy wdtt~ ~ of c~nc~l~, m~'l~l ~ non-mnewd or termklatl~ ~ i'equlmd. ff the Cm. UIIr~te of Ir~ d~ no~ ah~ ~m b f~ the exl~e~ ot the mWmlge ~ by I1~ 1.B (1)-(b'), an aMhortaed ~p,,_me:,i tk~ of the Ir~ cored:tony must Include · leu~ mpec:~fl~ly m~Ytg wheb"w Jtenm 1. B. (1H5) em InckJded or exckJded.