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HomeMy WebLinkAboutC2010-263 - 7/21/2010 - NA,~ :. PROFESSIONAL SER-JICES AGRFF!~JIENT BETWEEN THE CITY OF CORPUS CHRISTI AND GASTI, INC. THE STATE OF TEXAS § § KNOW ALL BY THESE PRESENTS: COUNTY OF NUECES § This professional services agreement {"Agreement") is entered into b~ and between the City of Corpus Christi, a Texas home-rule municipal corporation {"City'), acting through its duly authorized City Manager or the City Manager's designee ("City Manager"), and GASTI, INC., a Texas corporation {"Consultant"). Section 1. Engagement. The City agrees to engage the Consultant to perform those services described in the proposal attached to this Agreement as Exhibit A, the contents of the full exhibit beangg incorporated into this Agreement by reference as if fully set out in this section. Exhibit A outlines the scope and requirements necessary for completion of the following project: Distribution Integrity Management Program Plan {"Project"}. Consultant shall refer to and develop the project in compliance with the U.S. Code of Federal Regulations ("CFR"}, as the CFR applies to this Project, and all other applicable federal, State, and local laws, rules, and regulations. Section 2. Term. The term of this Agreement will commence following execution by the City Manager. The Consultant will begin work on the Project and will continue, subject to the termination provisions s#ated in Section 7 of this Agreemen#, until the dad that the Consultant's final, detailed written Project plan document {"Management Plan') of the Project is accepted and approved by the City Manager. However, unless amended in writing and approved by both parties, in no event may the term of this Agreement exceed March 31, 2011. Section 3. Contact PersonlContract Administrator. For this Agreement, the City's contact person and contract administrator is the Director of the Gas Department or the Director s designee ("Director"). Section 4. Services. {A) The Consultant agrees to perform certain services detailed in this Agreement and Exhibit A in order to complete the Project and the Management Plan document. {B) Additionally, Consultant shall perform the detailed analysis necessary for completion of the Project and the Management Plan which will include, but not be limited, to the following: (1) Statistical and informational data collection and preparation of charts and narrative in preparation of the Management Plan. {2) Consultation with any public and private agencies necessary to the development of the Management Plan. 2x10-263 a'~~z1~1o Gasti, Inc. ~~~1~ (3) Presen#ing a draft of the Management Plan to the Director for comment and approval prior to completion of the final version of the Management Plan. Presentation to the Director must include and be supplemented with applicable grapphs, charts, maps, information handouts, and photographs necessary to sufficiently explain the draft Management Plan. (6) Production of a thorough and complete Management Plan document that consolidates all elements and issue areas outlined in Exhibit A into a format and structure that meets all applicable federal regulations: guidelines, and notifications. Proposed strategic action plans addressed in the Management Plan document must be in a format that Is reader-friendly and supplemented with graphs, tables, pictures, charts, and other necessary details. The Director must approve the final format of the Management Plan, prior to submission to and approval by the City Manager. Section 5. Relationship. The Consultant will perform all professional services as an independent contractor and will furnish services in its own manner and method. The Consultant acknowledges and agrees that under no circumstances or conditions will an employee, agent, or representative of the Consultant be considered an employee of the City. Any employee, agent, or representative of the Consultant assigned to perform ser- vices under this Agreement shall be competent, capable, qualified, and duly licensed to perform their services, if licensure is required by the State of Texas. Section 6. Compensation. (A) As full compensation for the Consultant's professions! services performed pursuant to this Agreement, the City shall pay the Consultant a fixed fee of $9,500. {1) The Consultant shall, by the 10t~' day of each month following the execution of this Agreement, submit to the City an invoice for the work performed during the previous month. (2) The invoice must include a cost breakdown, by occurrence or event, for work completed by the Consultant. (3) The City shall remit payment for the completed work, as shown on each in- voice, within 30 days of receipt of the invoice, subject to the Director's approval and acceptance of the completed work as delineated on Consultant's invoice. {4) Final payment by the City, due to the Consultant for completion of the written Management Plan document, Is contingent on the Consultant meeting the requirements of this Agreement; approval and acceptance by the Director of the completed work as delineated on the Consultant's final invoice; approval and acceptance by the Director of the final written Management Plan document; and acceptance and approval by the City Manager of the completed Management Plan. Section 7. Termination. {A) This Agreement may be terminated: (1 } by the City at any time with or without cause; (2) by the City in accordance with Section 11 of this Agreement; or, (3) upon the mutual written agreement of both parties. GasIGASTllt7istribution Integrity Management Program Agmt Page 2 of 8 (B) Upon an event of termination, all finished and unfinished documents, data, studies, or reports prepared by Consultant related to the development of the Management Plan must well be delivered to the City and become the property of the City. Section 8. insurance. (A) Before the performance required under this Agreement can begin, the Consultant shall deliver a Certiflcate of Insurance ("Certificate") as proof of the insurance coverages required in this section. The Certificate must be submitted to the City's Risk Manager or the Risk Manager's designee ("Risk Manager"). (B) The Certificate must state that the Risk Manager shall be given at least 90 days na- tive of cancellation, material change in the coverages, or intent not to renew any of the policies and a 10-day written notice of cancellation for non-pa merit of insurance premium(s) of policies required under this Agreement. Additionally, the City must be named as an "additional insured" for all liability policies. (C) The required types of insurance and coverage amounts to be maintained by the Consultant during the term of this Agreement Include: (1) Commercial general liability with a combined single limit of coverage of $1,000,000 per occurrence and aggregate; (2) Errors and omissions (professional liability) insurance with a minimum coveragge limit of $1,000,000 per claim and aggregate. Such insurance must cover Consu[tant's officers, directors, and employees; (3) Workers' compensation insurance covering all of Consultant's officers and employees, who at any time, perform work relating to this Agreement in City offices or on Clty-owned property; and (4) Automobile liability coverage for owned, non-owned, and rented vehicles with minimum coverage amounts in compliance with Texas law per occurrence for bodily injury, death, and property damage. (D) All insurance must be maintained with insurers which are acceptable to the Risk Manager. (E) If the insurance company, utilized by the Consultant, elects to use the standard ACORD Certificate form, the cancellation clause located on the bottom right of the ACORD form must be amended by adding the wording "materially changed or" between "be" and "canceled," deleting the words "endeavor to," and deleting the wording after "left." As an alternative to amending the ACORD form, a separate endorsement to each insurance policy may be provided. (F) The Consultant must provide workers' compensation coverage through a licensed insurance company obtained in accordance with Texas law. (G) The Consultant must ensure that any and all subcontractors performing services under this Agreement meet the insurance requirements of this Agreement. Section 9. Indemnification. To the extent allowed b Texas law Consultant {"Indemni~or"} will indemnif and hold ~rarmless the City of Cor us Christ- -ts ,officers, emp~oyees, repres ntat-ve , and agents( lndemnl<~ees }from and aga-nst any an~all liab-~- , damages, loss, claims, demands, su-ts, and causes of act-on o~ GasIGASTI/distribution Integri#y Management Program Agm# Page 3 of 8 an nature Ci~jr on acc on the fore death chin wnerner s cn -nJurr be cause by the s~ Ind~m-litees. Furt17 -f C-tv 1s made a pa, an it-gation,comrr relatin to this AgrE sonabF~e notice,reg~ own expense, -nve: settlement or other thereon with coups charges of attorne airs-n from any ash or aeon. rer asserted against or recovered from the ersonal -nJuries (including, without limitat-on ~rkers' compensation, rem-ses defects and ,rt loss or damage, o ,any other kind # dam- neysf, fraudulent, ne -gent, or trim-na~acts of nIo ees, representa~ves, or agents, act-n w-~h other's, and including a1Tex erases ~f s, and attorneys, fees,wh-ch aris~ or are of or in connect-on with fhe services pro- pursuant to this Agreement, regardle s of ~s, death, or damages are caused or c~aimed to e, concurrent, or contributo ne li ence of ~rmore, Consultant covenants~anca~a~rrees that, 'y to any lit-gatron against Consultant or -n anted b an~ par, other than Consultant ~ment, ~on ultan shall on rece-pt of rea- •drn commencement o~ ~~ at-on and at its, iga~e all cla-ms and demana~s, at#end to the-r l-spos-tion, defend Cr -n all act-ons based 1 sat-sfacto to Inde~nrtees, and pa all and all oth~r costs and expenses of any kind eraed liability, damage, loss, demand, claim, Section 10. Disclosure of Interest Form. A City Disclosure of Interest form ("Dis- closure Form") is attached to this Agreement as Exhibit B and incorporated in this Agreement by reference. The Consultant must complete, sign, and return the Disclosure Form prior to ar upon the approval of this Agreement by the City Manager. The contents of the completed Disclosure Form are incorporated by reference into this Agreement. The Consultant shall promptly file with the City supplemental statements to the Disclosure Form if information in the Disclosure Form changes during the term of this Agreement. Section 11. Bankruptcy. In the event of any proceedings in bankruptcy or insolvency by or against Consultant, in the event of the appointment (with or without Consultant's consent) of an assignee for the benefit of creditors, or in the event of the appointment of a receiver, the City, at its option, may terminate #his Agreement. Section 12. Force Majeure. No party to this Agreement will be liable for failures or de- lays in performance due to any cause beyond their control including, but not limited to, any failures or delays in performance caused by strikes, lock outs, fires, acts of God or the public enemy, common carrier, severe inclement weather, riots, or interference by civil or military authorities. In order to receive the benefits provided by this provision. the Consultant shall inform the City in writing and submit proof of force majeure within three {3) business days of the event or occurrence of force maieure. The Consultant's failure to inform and submit proof to the City of force majeure constitutes a waiver of this right as a defense. The failures or delays to perform extend the period of performance until these exigencies have been removed. Section 13. Assignment and Transfer. This Agreement may not be, in whole or in part, assigned or transferred, directly or indirectly, by the Consultant without the prior written consent of the City Manager. Subject to the foregoing, this Agreement shall be binding upon the City and the Consultant, their successors, and assigns. Section 14. Non-Discrimination. The Consultant shall not discriminate nor permit dis- discrimnation against any person or group of persons, as to employment or in the per- GasIGA$~I1Distribution Integrity Management Program Agmt Page Q of 8 formance of services under this Agreement, on the grounds of race, religion, national origin, gender, ph sisal or mental disability, or age, or in any manner prohibited by the laws of the United States or the State of Texas. The Dlrector retains the right to take such action as the United States may direct to enforce this non-discrimination covenant. Section 15. Compliance with Laws. (A} Consultant must comply with all applicable federal, State, and local government laws, rules, regulations, and ordinances, which may be applicable to its performance under this Agreement. (B) This Agreement is also subject to applicable provisions of the City Charter. (C) All actions brought to enforce compliance must be brought in Nueces County, where this Agreement was executed and will be performed. (D} This Agreement will be governed by and construed in accordance with the Paws of the State of Texas. Section 16. Notice. {A) Afl notices, demands, requests: or replies provided for or permitted, under this Agreement by either party must be m writing and must be delivered b one of the follow- ing methods: (1) by personal delivery; {2) by deposit with the United States Postal Ser- vice as certified or registered mail, return receipt requested, postage prepaid; {3) by prepaid telegram; {4) by deposit with an overnight express delivery service, for which service has been prepaid; or, (5) by fax transmission. (B) Notice deposited with the United States Postal Service in the manner described above will be deemed effective two (2) business days after deposit with the United States Postal Service. Notice b telegram or overnight express delivery service in the manner described above will be deemed effective one (1) business day after transmission to the telegraph company or overnight express carrier. Notice by fax will be deemed effective upon transmisslon with proof of delivery to the receiving party. All such communications must only be made to the following: IF TO CITY: City of Corpus Christi Attn: Director of NSD P. O. Box 9277 Corpus Christi, TX 78469-9277 (361 } 880-3000 IF TO CONSULTANT: GASTI, INC. 4531 Ayers Street, Suite 225 Corpus Christi, TX 78415 361 854-6922 Office 361 ~ 225-1644 Fax (C) Either party may change the address to which notice is sent by using a method set aut above. The Consultant must notify the City of an address change wi#hin 30 days after the address is changed. Section 17, Amendments. No alterations: Changes, or modifications of the terms of this Agreement nor the waiver of any provision will be valid unless made in writing and signed b both parties to this Agreement by a person authorized to sign agreements on behalf ofyeach party. GasIGASTlli7istribution integrity Management Program Agmt Page 5 of 8 Section 18. Wainer. {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 the party of any of its rights under this Agreement. (B) No waiver of any covenant or condition or of the breach of and covenant or condition of this Agreement by either party at any time, express or implied, will be taken to constitute a waiver of any subsequent breach of the covenant or condition nor will it justify or authorize the nonobservance on any other occasion of the same or any other covenant or condition of this Agreement. (C} If any action by the Consultant requires the consent or approval of the City on one occasion, any consent or approval given on said occasion will not be deemed a consent or approval of the same or any other action at any other occasion. (D) Any waiver or indulgence of the Consultant's default of any provision of this Agree- mentwill not be considered an estoppel against the City. It is expressly understood that if, at any time, the Consultant is in default in any of the conditions or covenants of this Agreement, the failure on the part of the City to promptly avail itself of said rights and remedies which the City may have will not be considered a waiver on the part of the City, but the City may, at any time, avail i#self of said rights or remedies or elect to terminate this Agreement on account of the default. Section 19. Senerabiiity. {A) If, for any reason, any section, paragraph, subdivision, clause, provision, phrase, or word of this Agreement or the application hereof to any person or circumstance is, to any extent, held illegal, invalid, or unenforceable under present or future law or by a final judgment of a court of competent jurisdiction, then the remainder of this Agree- ment, or the application of the term or provision to persons or circumstances other than those as to which it is held illegal, invalid, or unenforceable, wilt not be affected thereby, for it is the definite intent of the parties to this Agreement that every section, paragraph, subdivision, clause, provision, phrase, or word hereof be given full force and effect for its purpose. (B) To the extent that any clause or provision is held illegal, invalid, or unenforceable under present or future law effective duringg the term of this Agreement, then the re- mainder ofthis Agreement is not affected thereb ,and in lieu of each such illegal, invalid, or unenforceable clause or provision, a clause or provision, as similar in terms to such illegal, invalid, or unenforceable clause or provision as may be pos- sible and be legal, valid, and enforceable, will be added to this Agreement auto- matically. Section 20. Budgetary Appropriations. The Consultant understands and acknow- ledges that the continuation of this Agreement after the close of any fiscal year of the City, which fiscal year ends on July 31 of each year, is subject to sufficient appropriations and budget approval providing for or covering this contract item as an expenditure in the City's annual budget. The City does not represent to the Consultant that this budget item will be actually adopted, the determination as to appropriations and expenses being within the sole discretion of the City Council at the #ime of the adoption of the City's an- nual budget. If sufficient revenue funds are not appropriated for this budget item in any individual fiscal year following the execution of this Agreement, the City reserves the right to terminate this Agreement without penalty. Gas1GASTI1Distribution Integrity Manageme~F Program Agmt Page 6 of 8 Section 27. Entirety Clause. This Agreement and the attached and incorporated ex- hibits constitute the entire agreement between the City and the Consultant for the pur- pose s#a#gid. All ether agreemen#s, promises, representations, and understandings, oral or otherwise, with reference to the subJ'ect matter of this Agreement, unless contained in this Agreement, are expressly revoked, as the parties intend to provide for a complete understanding within the provESions of this Agreement and its exhibits of the terms, con- ditions, promises, and covenants relating #o the Consultant's performance under this Agreement. (EXECUTION PAGE FOLLOWS) Page 7 of 8 X~UTED IN D IC TE, each of which will be considered an original, on this the day of , 2010. ATTEST: ~~~ . Armando Chapa ~~ City Secretary APPROVED AS TO FOR tnzala n rt. Hunrney Assi nt City Attorney far the City Attorney GASTI, 1NC. 13y: -~v-~-.,r ~.-~.~.,~-~ Date: f g ~ 10 STATE OF TEXAS § COUNTY OF ~~~ § Zola T instru ent was acknowledged before me on ~. ~ 2010, b ~ ~ ,,,, ,who is the ~ t ,~~ -~` Y - ~f ~ ~ of GASTf, INC., a Texas corporation, on behalf of the corporation. OS/RY ~p4. VEl~Of~fCA MAHZ00~1•#~AGtiEGHI _ ~_:• ~ Notary Public, St~~ of Te ~a~ ~) ~ r- , '"~~ *~ MY CDMMIBSfON ~HPIAES Printed name: `~~` U~ ~- Z~c~ '"u ;,,~`~`?; ~r. January 24, 203 CITY OF CORPUS CHRISTI `A el . Esco ar C' y Manager Page 8 of $ i ~~rpa~s ~hris~i, "Cx 7$41' Pleane 361-854-6922 Faa 361-225-1644 ~~ ~~t ant ist~~~b.ti~ t~r~t ~.~~ ant r~~°nl TABLE OF CONTENTS SECTION, PAGE 1. Letter of Transmittal 1 GAST~,1~C.'s authorized representative 1 for any and all signatures required by the City of Corpus Christi 2. Scope of Work 2 3. Pricing ~ 4. Appendix A 4 -~ ~ ~ , sE~Tlt~l~l 7. _~' Gas and sa#ety Tr~ain~ng ~nst~tut~ G~#ST~~ ANC. ', ~6'! 6 Ayers Corpus C1~risti, Tx 78415 Phone 351-854-b922 Fax 3b1-225-1644 LETTER OF TIIA~TSMITTAL Date: I5 Jbne, X010 GASTI, TNC (Dba-Gas and Safety 'T'raining Institute) respectfully submits this Proposal to the City of Corpus Christi Gas Department far tlae "Distribution Ie~tegrity Manage~neut Written Program." The following person is the only one au#horized by GASTI, IYwIC t® obligate the organization contractually in reference to this Proposalo .Iuan Lerma President 'Thank you Juan Lerma ~EC"1~IO~N ~. Scope of Work. '°CaAST'~, inc. wi11 prepare a ®'Distribution Integrity ~~nage~nent Written P~ogra~np' in accordance with requirements ®f 49 CF'R Part 192 Subpart P. Upon acceptance of proposal, preparation of program will begin 9 August, 2010. Program wi11 be completed NL~'' 11Vlarch, 2011. Program will be re~ievved periodically by the City of Corpus Christi Gas Department throughout the preparation. The City of Corpus Christi has Department will furnish records and documents necessary for the preparation of the program in a timely n~.anner. Pricing: A. Preparation of "Distribution Integrity Management Written Program" More then six (6} groups: $9~~U®a®o APPROV~II B~: Signature Title Date APPEI~fiDIX ~: Plan will include all requirements of 49 CFR part 192 Subpart P--Gas Distribution Pipeline Integrity Management 1. Purp®se and C~b~ective 2. Scope of Program 3. Responsibilities 4. Definitions that apply to this Subpart 5. what the City of Corpus Christi must do to Implement this subpart 6. The required elements of this programe {a} Knowledge { 1) Identify the characteristics of the pipeline design (2) Consider the information gained (3) Identify additional info nation needed ~4~ Develop and implement a p1•ocess (S) Provide for the capture and retention of data (b} Identify Threats © Evaluate and rank risk (d} Identify and implement measures to address risks (e} Measure Performance, monitor results, and evaluate effectiveness: Procedures will be established and included in the plan (1 } Number of hazardous leaks eliminated or repaired (2} Number of excavation damages (3} Number of excavation tickets from notification center (4} Total number of leaks eliminated or repaired categorized by cause (fj Periodic Evaluation and Improvement Procedures to perform the evaluation will be included in the plan (g} Report results Procedures for reporting results will be included in the plan 7. what the City of Corpus Christi must do to report when compression couplings fail. $. Records that the City of Corpus Christi must. keep and maintain to demonstrate compliance with the rule Time Line: 9 August, 2010 16 August, 2010 Z7 August, 2010 24 September, 2010 22 October, 2010 3 December, 201® 7 January, 2011 Need following infarmation -Annual ~.eport ~r 201D -Name and title of person responsible for the funding of this program Start on program Visit with Map Room and Visit Regulating Stations Need. following inforrnationo Leak history past five years Procedures for joining pipe Leak repair procedures ®~ records Public awareness program evaluation Meet with City of Corpus Christi personnel for review of program progress Need following information CP records past 5 years Total of located request from notif cation center Damage prevention program Meet with City of Corpus Christi personnel for review of program pr®gress 4 February, 2011 Meet with City of Corpus Christi persomue~ for rer~~e~v of program progress 1 lurch, 2011 Complete Prograrrt ~\ SUI~PLIER NUMBER ..~ TO BE ASSIGNED BY CITY PURCHASING DIVISION City of Corpus Christi ~'EXH~I~IT B CITY OF CORPUS CHRISTI DISCLOSURE OF INTEREST Ci#y of Carpus 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, Certification and definitions. COMPANY NAME: C~''~'~S ~.~ , T Iy ~ P. o. BoX: P~ ~ s 06 STREET ADDRESS: ~III~ `~ CITY:I~,~ n~~~'a~ ZIP: FIRM 15: 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) ~f~ 2. State the names of each "official" of the City of Corpus Christi having an "ownership interest" constituting 3% or mare of the ownership in the above named "firm." Name Title 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 tV~ ;a 4. State the names of each employee or officer of a "consultant" for the City of Carpus 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 ~~ Page T of 2