HomeMy WebLinkAboutC2015-458 - 12/15/2015 - Approved • • 1
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CITY OF CORPUS CHRISTI
MASTER SERVICES AGREEMENT FOR PROFESSIONAL SERVICES
FOR PROJECT On Call Services
Project No. E15103
This Agreement is between the City of Corpus Christi, a Texas home rule municipal corporation, P.O.
Box 9277, Corpus Christi, Nueces County, Texas 78469-9277 (City) acting through its duly authorized
City Manager or designee and Naismith Engineering, Inc., 4501 Gollihar Road, Corpus Christi, Nueces
County, Texas 78411, (Architect/Engineer—NE).
TABLE OF CONTENTS
ARTICLE NO. TITLE PAGE
ARTICLE I PROJECT TASK ORDER 2
ARTICLE II COMPENSATION 2
ARTICLE III QUALITY CONTROL PLAN 3
ARTICLE IV INSURANCE REQUIREMENTS 4
ARTICLE V INDEMNIFICATION 6
ARTICLE VI TERMINATION OF AGREEMENT 6
ARTICLE VII RIGHT OF REVIEW AND AUDIT 7
ARTICLE VIII OWNER REMEDIES 7
ARTICLE IX CONSULTANT REMEDIES 7
ARTICLE X CLAIMS AND DISPUTE RESOLUTION 7
ARTICLE XI MISCELLANEOUS PROVISIONS 9
EXHIBIT A SAMPLE TASK ORDER
EXHIBIT B CONSULTANT PROPOSAL
EXHIBIT B-1 CONFIDENTIAL RATE SCHEDULE
EXHIBIT C PAYMENT REQUEST FORM
EXHIBIT D DISCLOSURE OF INTEREST
EXHIBIT E CERTIFICATE OF INSURANCE AND ENDORSEMENTS
2015-458
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ARTICLE I —PROJECT TASK ORDER
1.1 This Agreement shall apply to as many tasks as City and Consultant agree will be performed under the
terms and conditions of this Agreement. Each task Consultant performs for City hereunder shall be
designated a Task Order. No Task Order shall be binding or enforceable unless and until it has been
properly executed by both City and Consultant. Each properly executed Task Order shall become a
separate supplemental agreement to this Agreement.
1.2 The Consultant shall provide its Scope of Services, to be included in each Task Order. 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 which would normally be required by law or common due
diligence.
1.3 Under this Agreement, Consultant will provide services on a Task Order basis for a range of services
related to assisting the Engineering Services Department with professional engineering, architecture and
construction services related to execution of the Bond and Capital Improvements Programs. All work will be
subject to authorization from City. A detailed Scope of Services and fee estimate will be developed for each
task prior to execution of work.
1.4 Consultant shall comply with City standards, as specified in the UDC or Code of Ordinances,throughout the
duration of the Project, unless specifically and explicitly excluded from doing so in the approved Task Order.
1.5 Consultant shall perform tasks and submit deliverables as detailed in each approved Task Order.
1.6 Consultant shall provide all labor, equipment and transportation necessary to complete all services agreed
to in a timely manner throughout the term of the Agreement. Additionally, Consultant shall provide staff for
regular, overtime, night, weekend and holiday service, as requested by City. Persons retained by
Consultant to perform work pursuant to this Agreement shall be employees or subconsultants of Consultant.
1.7 Consultant shall not begin work on any Task Order authorized under this Agreement until they are briefed
on the scope of the Project and are notified in writing to proceed.
ARTICLE II —COMPENSATION
2.1 The Compensation for all services included in this Agreement and in the Scope of Services for this
Agreement shall not exceed $250,000.00.
2.2 The Consultant's fee for each Task Order will be on a time and materials(T&M) basis with a negotiated not-
to-exceed amount. The fees will not exceed those identified and will be full and total compensation for all
services outlined in each Task Order, and for all expenses incurred in performing these services.
2.3 Consultant shall submit a proposal to the City,which shall be incorporated into this agreement as Exhibit B,
subject to approval by the City.
2.4 Consultant shall submit a Rate Schedule, shown in Exhibit B-1, with their proposal. The rate schedule
shall remain confidential pursuant to section 552.104 of the Texas Government Code since release of this
information would give advantage to a competitor or bidder. In addition, section 552.110 of the TX Govt.
Code protects third party commercial and financial information if release of the information would cause the
third party substantial competitive harm.
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2.5 Monthly invoices will be submitted in accordance with the Payment Request (Exhibit C). Consultant shall
submit documentation with the monthly invoice that shows who worked on the Project, the number of hours
that each individual worked on the Project and reimbursables for that individual.
2.5.1 Principals may only bill at the hourly rate of Principals when acting in that capacity. Principals acting
in the capacity of staff must bill at staff rates. The Consultant shall provide documentation with each
payment request that clearly indicates how that individual's time is allocated and the justification for that
allocation.
2.6 The anticipated fee structure under this agreement is as follows:
DESCRIPTION NOT TO EXCEED AMOUNT
Maximum Contract Amount $250,000
Task 1 — Professional Services TBD
Task 2 —TBD TBD
Task 3 —TBD TBD
Task 4—TBD TBD
Task 5—TBD TBD
Task 6—TBD TBD
2.7 All services shall be performed and the applicable standard of professional care set forth in Article X herein
and to City's satisfaction, which satisfaction shall be judged by the Director in his/her sole discretion. City
shall not be liable for any payment under this Agreement for services which are unsatisfactory and which
previously have not been approved by the Director.
2.8 In the event of any dispute(s) between the Parties regarding the amount properly compensable for any Task
Order or as final compensation or regarding any amount that may be withheld by City, 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 provided in this Agreement in a timely manner and as required by the terms
thereof, any such claim shall be waived.
2.9 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.
2.10 Any fee payable under this Agreement is subject to the availability of funds. The Consultant may be
directed to suspend work pending receipt and appropriation of funds.
ARTICLE III — QUALITY CONTROL PLAN
3.1 The Consultant agrees to perform quality assurance-quality control/constructability reviews(QCP Review).
In the event that the City retains a separate consultant to perform additional QCP services for the City, the
Consultant will provide all necessary information to the City, address any comments from the City's consultant and
provide resolution to the City's satisfaction.
3.2 The Consultant will perform QCP Reviews at intervals during the design phase to ensure plans,
specifications and drawings satisfy accepted 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 Construction
Estimate as needed. Documentation will be included that verifies interdisciplinary coordination has occurred.
3.3 The Consultant will perform constructability reviews, using persons with construction experience, at
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appropriate intervals during the design phase to ensure that the Project is buildable, as well as cost-effective,
biddable and maintainable. Based on the findings of the constructability reviews, the Consultant will redesign the
Project, as required, and provide interim construction estimates.
3.4 Consultant is responsible for the accuracy and competency of its QCP reviews and final construction
documents. Documents that do not meet City standards may be rejected. Consultant will not be compensated for
having to resubmit documents.
ARTICLE IV- INSURANCE REQUIREMENTS
4.1 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.
4.2 Consultant must furnish to the Director of Engineering Services with the signed Agreement 2 copies of
Certificates of Insurance (COI) with applicable policy endorsements showing the following minimum
coverage by an insurance company(s) acceptable to the City's Risk Manager. The City must be listed as
an additional insured on the General liability and Auto Liability policies,and a waiver of subrogation
is required on all applicable policies. Endorsements must be provided with COI. Project name and
or number must be listed in Description Box of COI.
TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE
30-written day notice of cancellation, Bodily Injury and Property Damage
required on all certificates or by applicable Per occurrence - aggregate
policy endorsements
Commercial General Liability including: $1,000,000 Per Occurrence
1. Commercial Broad Form $2,000,000 Aggregate
2. Premises—Operations
3. Products/Completed Operations
4. Contractual Liability
5. Independent Contractors
6. Personal Injury-Advertising Injury
AUTO LIABILITY (including) $1,000,000 Combined Single Limit
1. Owned
2. Hired and Non-Owned
3. Rented/Leased
PROFESSIONAL LIABILITY $1,000,000 Per Claim
(Errors and Omissions) $2,000,000 Aggregate
(Defense costs not included in face value of
the policy)
If claims made policy, retro date must be
prior to inception of agreement, have
extended reporting period provisions and
identify any limitations regarding who is
insured.
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WORKERS' COMPENSATION Statutory
(All States Endorsement if Company is not
domiciled in Texas)
Employer's Liability $500,000 /$500,000/$500,000
4.3 In the event of accidents of any kind related to this agreement, Consultant must furnish the City with copies
of all reports of any accidents within 10 days of the accident.
4.4 Applicable for paid employees, Consultant must obtain workers'compensation coverage through a licensed
insurance company. The coverage must be written on a policy and endorsements approved by the Texas
Department of Insurance. The workers' compensation coverage provided must be in an amount sufficient
to assure that all workers'compensation obligations incurred by the Consultant will be promptly met. An All
States Endorsement shall be required if Consultant is not domiciled in the State of Texas.
4.5 Consultant shall obtain and maintain in full force and effect for the duration of this Contract, and any
extension hereof, at Consultant's sole expense, insurance coverage written on an occurrence basis, by
companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of
no less than A-VII. Consultant is required to provide City with renewal Certificates.
4.6 Consultant shall be required to submit a copy of the replacement certificate of insurance to City at the
address provided below within 10 days of the requested change. Consultant shall pay any costs incurred
resulting from said changes. All notices under this Article shall be given to City at the following address:
City of Corpus Christi
Attn: Engineering Services
P.O. Box 9277
Corpus Christi, TX 78469-9277
4.7 Consultant agrees that with respect to the above required insurance, all insurance policies are to
contain or be endorsed to contain the following required provisions:
4.7.1 List the City and its officers, officials, employees, volunteers, and elected representatives as
additional insured by endorsement, as respects operations, completed operation and activities of,or
on behalf of, the named insured performed under contract with the City, with the exception of the
workers' compensation policy;
4.7.2 Provide for an endorsement that the "other insurance"clause shall not apply to the City of Corpus
Christi where the City is an additional insured shown on the policy;
4.7.3 Workers'compensation and employers'liability policies will provide a waiver of subrogation in favor
of the City; and
4.7.4 Provide thirty (30) calendar days advance written notice directly to City of any suspension,
cancellation, non-renewal or material change in coverage, and not less than ten(10)calendar days
advance written notice for nonpayment of premium.
4.8 Within five (5) calendar days of a suspension, cancellation, or non-renewal of coverage, Consultant shall
provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the
option to suspend Consultant's performance should there be a lapse in coverage at any time during this
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contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this
contract.
4.9 In addition to any other remedies the City may have upon Consultant's failure to provide and maintain any
insurance or policy endorsements to the extent and within the time herein required, the City shall have the
right to order Consultant to remove the exhibit hereunder, and/or withhold any payment(s) if any, which
become due to Consultant hereunder until Consultant demonstrates compliance with the requirements
hereof.
4.10 Nothing herein contained shall be construed as limiting in any way the extent to which Consultant may be
held responsible for payments of damages to persons or property resulting from Consultant's or its
subcontractor's performance of the work covered under this agreement.
4.11 It is agreed that Consultant's insurance shall be deemed primary and non-contributory with respect to any
insurance or self-insurance carried by the City of Corpus Christi for liability arising out of operations under
this agreement.
4.12 It is understood and agreed that the insurance required is in addition to and separate from any other
obligation contained in this agreement.
ARTICLE V— INDEMNIFICATION
Consultant shall fully indemnify and hold harmless the City of Corpus Christi and its officials,
officers, agents, employees, volunteers, directors and representatives ("Indemnitee") from and
against any and all claims, damages, liabilities or costs, including reasonable attorney fees and
defense 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.
If the liability results solely from the negligent acts or omissions of the Consultant,the Consultant
shall also defend the Indemnitee with counsel satisfactory to the City Attorney. If a claim is based
wholly or partly on the negligence of, fault of or breach of contract by the City, 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 VI —TERMINATION OF AGREEMENT
6.1 The City may, at any time,with or without cause,terminate this Agreement upon seven days written notice to
the Consultant at the address of record.
6.2 In this event,the Consultant will be compensated for its services on all Task Orders authorized based upon
Consultant and City's estimate of the proportion of the total services actually completed at the time of termination.
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ARTICLE VII — RIGHT OF REVIEW AND AUDIT
7.1 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(4)years following termination of the Agreement, unless there is an ongoing dispute
under this Agreement, then such retention period shall extend until final resolution of the dispute.
7.2 "Consultant's records" include any and all information, materials and data of every kind and character
generated as a result of the Work under this Agreement. Examples include billings, books, general ledger, cost
ledgers, invoices, production sheets, documents, correspondence, meeting notes, subscriptions, agreements,
purchase orders, leases, contracts, commitments, arrangements, notes, daily diaries, reports, drawings, receipts,
vouchers, memoranda, time sheets, payroll records, policies, procedures, federal and state tax filings for issue in
questions and any and all other agreements, sources of information and matters that may, in City's judgment, have
any bearing on or pertain to any matters, rights, duties or obligations under or covered by any Agreement
Documents.
7.3 City agrees that it shall exercise the right to audit, examine or inspect Consultant's records only during City'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 or former 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.
7.4 Consultant shall include this audit clause in any subcontractor, supplier or vendor contract.
ARTICLE VIII —OWNER REMEDIES
8.1 The City and Consultant agree that in the event of a delay in completion for which the City suffers actual
damages, the City may elect to pursue its actual damages and any other remedy allowed by law.
8.2 Pursuant to Article IV, the City may assert a claim against the Consultant's professional liability insurance,
as appropriate.
8.3 The City may withhold or nullify the whole or part of any payment as detailed in Article II.
ARTICLE IX—CONSULTANT REMEDIES
9.1 Consultant shall not be liable or responsible for any delays due to strikes, riots, acts of God, national
emergency, acts of the public enemy, governmental restrictions, laws or regulations or any other causes beyond
Consultant's reasonable control.
ARTICLE X—CLAIMS AND DISPUTE RESOLUTION
10.1 Filing of Claims
10.1.1 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 twenty-one
(21)calendar days after the start of the occurrence or event giving rise to the Claim and stating the general
nature of the Claim.
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10.1.2 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.
10.1.3 The responsibility to substantiate a claim rests with the party making the Claim.
10.1.4 Within thirty(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 thirty (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 Alternative Dispute Resolution.
10.1.5 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.
10.2 Alternative Dispute Resolution
10.2.1 All negotiations pursuant to this clause are confidential and shall be treated as compromise and
settlement negotiations for purposes of applicable rules of evidence.
10.2.2 Before invoking mediation or any other alternative dispute resolution(ADR)process set forth herein,
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 any other ADR process. If the parties' senior
management representatives cannot resolve the dispute within thirty (30) calendar days after a Party
delivers a written notice of such dispute, then the Parties shall proceed with the mediation ADR process
contained herein.
10.2.3 Mediation
10.2.3.1 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.
10.2.3.2 Request for mediation shall be in writing, and shall request that the mediation commence
no less than thirty (30) or more than ninety (90) calendar days following the date of the request,
except upon agreement of both parties.
10.2.3.3 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 thirty(30)calendar days of the request for mediation,all
conditions precedent in this Article shall be deemed to have occurred.
10.2.3.4 The parties shall share the mediator's fee. Venue for any mediation or lawsuit arising
under this Agreement 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.
10.3 No Waiver of Governmental Immunity. NOTHING IN THIS ARTICLE SHALL BE CONSTRUED TO
WAIVE CITY'S GOVERNMENTAL IMMUNITY FROM LAWSUIT,WHICH IMMUNITY IS EXPRESSLY RETAINED
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TO THE EXTENT IT IS NOT CLEARLY AND UNAMBIGUOUSLY WAIVED BY STATE LAW.
ARTICLE XI — MISCELLANEOUS PROVISIONS
11.1 Use of Local Expertise/ Local Professional Participation. The City Council's stated policy is that City
expenditures on contracts for professional services be of maximum benefit to the local economy. The
Consultant agrees that at least 75% of the professional work and expertise necessary to perform the work
under this Agreement will be performed by persons residing within the Corpus Christi Metropolitan Statistical
Area (MSA).
11.2 Assignability. The Consultant will not assign, transfer or delegate any of its obligations or duties in this
Agreement to any other person without the prior written consent of the City, except for routine duties
delegated to personnel of the Consultant staff. If the Consultant is a partnership, then in the event of the
termination of the partnership, this contract will inure to the individual benefit of such partner or partners as
the City may designate. No part of the Consultant fee may be assigned in advance of receipt by the
Consultant without written consent of the City.
11.3 Ownership of Documents. All documents including contract documents (plans and specifications), record
drawings, contractor's field data, and submittal data will be the sole property of the City, may not be used
again by the Consultant without the express written consent of the Director of Engineering Services.
However, the Consultant may use standard details that are not specific to this project. The City agrees that
any modification of the plans will be evidenced on the plans, and be signed and sealed by a professional
engineer prior to re-use of modified plans.
11.4 Standard of Care. Services provided by Consultant under this Agreement shall be performed with the
professional skill and care ordinarily provided by competent engineers or architects practicing in the same or
similar locality and 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.
11.5 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.
11.6 Entire Agreement. This Agreement, including Task Orders, 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.
11.7 Disclosure of Interest. Consultant agrees, in compliance with City of Corpus Christi Ordinance No. 17112,
to complete, as part of this contract, the Disclosure of Interests form.
11.8 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
11.9 Controlling Law. This Agreement is governed by the laws of the State of Texas without regard to its
conflicts of laws. Venue for legal proceedings lies exclusively in Nueces County, Texas.
11.10 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,
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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.
11.11 Conflict Resolution Between Documents. Consultant hereby agrees and acknowledges if anything
contained in the Consultant-prepared Exhibit A, Scope of Services or in any other document prepared by
Consultant and included herein, is in conflict with the terms of this Agreement and/or an approved Task
Order, this Agreement and/or the Task Order shall take precedence and control to resolve said conflict.
CI •4, CO-;d% - RISTI NAI 1 ITH E A INE •ING, INC.r f
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Edmonds,J. . P. E. (Date) Gr.• t Ja kso '.E. Date)
Director of Engineering Services Vice President
4501 Gollihar Road
Corpus Christi, TX 78411
(361) 814-9900 Office
RE MENDED
II. Id• ttur
Operating Department (Date)
APP OVER ba.77._
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O ice of Management (i-ti,,
and Budget
APP VED AS TO LEGAL ORM
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A istant City Attorney / (Date)
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Rebecca Huerta
City Secretary ilt COIUINCfl_ 5
SECT AR.V
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Project No. E15103 $3107
Accounting Unit: 32-033
Account: 550950 -
Activity: E15103013362EXP
Account Category: 50950
Fund Name: Sanitary Landfill 2006 CIP
Encumbrance N .
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EXHIBIT A
SAMPLE TASK ORDER
This Task Order pertains to a Master Services Agreement for Professional Services by and between City of Corpus
Christi, Texas (City) and "Company Name" (Consultant) dated , 2015 (Agreement).
Consultant shall perform services on the project described below as provided in this Task Order and in the
Agreement. This Task Order shall not be binding until it has been properly signed by both parties. Upon execution,
this Task Order shall supplement the Agreement as it pertains to the project described below.
TASK ORDER NO.:
PROJECT NAME:
1. PROJECT DESCRIPTION
2. SCOPE OF SERVICES
3. COMPENSATION
This Task Order is approved and Consultant may proceed. All other terms and conditions of the Agreement
remain in full force and effect.
CITY OF CORPUS CHRISTI NAISMITH ENGINEERING, INC.
J.H. Edmonds, P.E. (Date) Grant Jackson, P.E. (Date)
Director of Engineering Services Vice President
4501 Gollihar Road
Corpus Christi, TX 78411
RECOMMENDED (361) 814-9900 Office
Operating Department (Date)
APPROVED AS TO FORM
Office of Management and Budget (Date)
Legal Department (Date)
Master Services Agreement
Exhibit A
.
EXHIBIT B
CONSULTANT PROPOSAL
Master Services Agreement
Exhibit B
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EllNaismithEngineering,Inc
ARCHITECTURE■ENGINEERING■ENVIRONMENTAL•SURVEYING
ESTABLISHED 1949
OVER 60 YEARS OF ENGINEERING EXCELLENCE
October 6, 2015
Mr. Jeff Edmonds, P.E.
Director of Capital Programs
City of Corpus Christi
P.O. Box 9277
Corpus Christi, Texas 78469-9277
RE: MASTER SERVICES AGREEMENT FOR PROFESSIONAL SERVICES FOR
THE SOLID WASTE SERVICES DEPARTMENT—PROJECT NO. E15103
Dear Mr. Edmonds:
Thank you for the opportunity to provide the City of Corpus Christi with professional
engineering, consulting and related services to address the needs of the Solid Waste Services
Department.
Enclosed is the proposed Master Services Agreement(MSA) for this work, along with our Terms
and Conditions and current rate schedule. The MSA includes a list of potential task orders that
was developed in consultation with staff from both the Engineering and Solid Waste Services
departments. The services anticipated to be performed under the MSA would include assisting
the City with operations and maintenance issues, guidance on permitting questions or
clarifications, agency records research and retrieval, cost effectiveness evaluations and small
construction contract design. Potential tasks envisioned under the MSA include:
• Flood damaged pavement repairs to the Oso Creek crossing at Elliott Landfill
• Erosion repairs and control measures at the soil borrow area south of Oso Creek
• Pavement assessment and repairs at the Elliott Transfer Station
• Piping repairs/replacement for the Elliott Landfill leachate storage tanks
• Development of Temporary Debris Storage and Reduction (TDSR) site(s) for the City's
Emergency Response program
• Erosion repairs and control measures at the Elliott Landfill
• Regulatory consulting regarding status of the soil borrow areas adjacent to the Elliott Landfill
• Program development assistance and regulatory review for the proposed Flour Bluff Litter
Critter program
• Other services as requested
We look forward to assisting the City and supporting the Solid Waste Services department in
their efforts to provide quality services to the Corpus Christi community. We also value our on-
going relationship with the City of Corpus Christi and appreciate the opportunity to submit this
TBAE Firm 13553 ■ TBPE Firm 355 ■ TBPG Firm 50017 ■ TBPLS Firm 100395-00
4501 Gollihar Road. Corpus Christi,TX 78411 ■ 800-677-2831 361-814-9900 Fax 361-814-4401 ■ naismith-engineering.com
Mr. Jeff Edmonds, P.E.
Director of Capital Programs
City of Corpus Christi
October 6, 2015
Page 2 of 2
information to you. If you have questions or need additional information, please do not hesitate
to contact us.
Sincerely,
NAISMITH ENGINEERING, INC.
41440 -
Grant A. Jackson, P.E.
Vice President
Encl: Master Services Agreement
NEI Terms and Conditions
NEI Rate Schedule
Z:\P Folders\P-01949\Solid Waste Dept Master Services Agreement Transmittal.docx
N a ism ith E n g i n ee ri n g,Inc
ARCHITECTURE■ENGINEERING■ENVIRONMENTAL■SURVEYING
EXHIBIT B-1
CONFIDENTIAL RATE SCHEDULE
Rate sheets are confidential pursuant to section 552.104 of the Texas Government Code since
release of this information would give advantage to a competitor or bidder. In addition, section
552.110 of the TX Govt. Code protects third party commercial and financial information if release of
the information would cause the third party substantial competitive harm.
DOCUMENTATION OF PROVISIONAL / OVERHEAD RATES: Overhead rate documentation has
been provided to the City of Corpus Christi and was utilized in reviewing and approving the loaded
hourly rates below.
PRINCIPAL(S): HOURLY RATE ($ / hr) TX REGISTRATION #:
Project Consultant:
CAD Technician:
Clerical:
Other—specify:
SUBCONSULTANT(S):
(firm)
Principal(s):
Project Consultant:
CAD Technician:
Clerical
Other—specify:
Add additional subconsultants as needed.
Master Services Agreement
Exhibit B-1
EXHIBIT C
PAYMENT REQUEST FORM
Master Services Agreement
Exhibit C
COMPLETE PROJECT NAME
Project No. xxxxxx
Invoice No. 12345
Invoice Date:
Total Amount Previous Total Percent
Basic Services: Contract Amd No. 1 Amd No. 2 Contract Invoiced Invoice Invoice Complete • .
Preliminary Phase $15,117 $0 $0 $15,117 $0 $1,000 $1,000 7%
Design Phase 20,818 0 0 20,818 1,000 500 1,500 7%
Bid Phase 0 0 0 0 0 0 0 n/a
Report Phase 14,166 0 0 14,166 0 0 0 0%
Construction Phase 0 0 0 0 0 0 0 n/a
Subtotal Basic Services $50,101 $0 $0 $50,101 $750 $1,500 $2,500 5%
Additional Services:
Permitting $0 $0 $0 $0 $0 $0 $0 n/a
Warranty Phase 0 0 0 0 0 0 0 n/a
Inspection 9,011 0 0 9,011 0 0 0 0%
Platting Survey 29,090 0 0 29,090 0 0 0 0%
Reporting 1,294 0 0 1,294 0 0 0 0%
O & M Manuals TBD TBD TBD TBD TBD TBD 0 0%
SCADA TBD TBD TBD TBD TBD TBD TBD 0%
Subtotal Additional Services $39,395 $0 $0 $39,395 $0 $0 $0 0%
Summary of Fees
Basic Services Fees $50,101 $0 $0 $50,101 $750 $1,500 $2,500 5%
Additional Services Fees 39,395 0 0 39,395 0 0 0 0%
Total of Fees $89,496 $0 $0 $89,496 $750 $1,500 $2,500 3%
EXHIBIT D
DISCLOSURE OF INTEREST
Master Services Agreement
Exhibit D
•
• •
C:;I SUPPLIER NUMBER
TO BE ASSIGNED BY CII Y
PURCHASING DIVISION
CITY OF CORPUS CHRISTI
City
mus 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. Everyquestion must be answered.
If the question is not applicable, answer with "NA". See reverse side for Filing Requirements,
Certifications and definitions.
COMPANY NAME: Naismith Engineering,Inc.
P.O.BOX: N/A
STREET ADDRESS: 4501 Gollihar Road CITY: Corpus Christi ZIP: 78411
FIRM IS: 1. Corporation )42. Partnership 3. Sole Owner ❑
4. Association 5. Other ._
DISCLOSURE QUESTIONS
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
I / Department(if known)
mo
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."
N��e 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
ommittee •
( /411//30T- CA144 155f \-1
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
ti
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: Grant Jackson,P.E. Title: Vice President
(Type or Print)
Signature of Certifying 1 / Date: ayeevs.
Person:
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.
•
EXHIBIT E
CERTIFICATE OF INSURANCE AND ENDORSEMENTS
Master Services Agreement
Exhibit E