HomeMy WebLinkAboutC2016-024 - 2/16/2016 - Approved CITY OF CORPUS CHRISTI
MASTER SERVICES AGREEMENT FOR PROFESSIONAL SERVICES
FOR CORPUS CHRISTI INTERNATIONAL AIRPORT (CCIA) PROJECTS
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 KSA, Inc., 140 E. Tyler Street, Suite 600, Longview, TX 75601 (Consultant).
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 MANDATORY CONTRACT PROVISIONS FOR AIRPORT PROJECTS 7
ARTICLE VII TERMINATION OF AGREEMENT 7
ARTICLE VIII RIGHT OF REVIEW AND AUDIT 7
ARTICLE IX OWNER REMEDIES 8
ARTICLE X CONSULTANT REMEDIES 8
ARTICLE XI CLAIMS AND DISPUTE RESOLUTION 8
ARTICLE XII 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 INTERESTED PARTIES 1 ?(rvt 101‘1.5.
EXHIBIT F MANDATORY FEDERAL CONTRACT PROVISIONS
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2016-024
2/16/16
Ord. 030765
KSA Inc.
INDEXED
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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 and Aviation Departments with professional engineering,
architecture and construction services related to execution of Airport 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 must comply with FAA and City standards, as specified in the UDC or Code of Ordinances, as
applicable,throughout the duration of the Project, unless specifically and explicitly excluded from doing so
in the approved Task Order.
1.5 Consultant must perform tasks and submit deliverables as detailed in each approved Task Order.
1.6 Consultant must 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 Sub Consultants of
Consultant.
1.7 Consultant must 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 $1,500,000.00.
2.2 The Consultant's fee for each Task Order will be on a lump sum or 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.
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Code protects third party commercial and financial information if release of the information would cause the
third party substantial competitive harm.
2.5 Monthly invoices will be submitted in accordance with the Payment Request (Exhibit C). For T&M basis
fees, 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 $1.500,000.00
Task 1 — Design and Bid Phase Services for the East GA Apron TBD
Reconstruction Project requiring removal of approximately 54,296
SY of existing deteriorated hot mix asphalt pavement and
replacement with new concrete pavement at the Corpus Christi
International Airport designed to accommodate all aircraft loading
anticipated to utilize the apron and designed to FAA standards.
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 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
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,
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
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
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PROFESSIONAL LIABILITY $1,000,000 Per Claim
(Errors and Omissions) $2,000,000 Aggregate
(Defense costs shall be outside policy limits)
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.
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 and professional liability/Errors & Omissions 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;
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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
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, or other entity, excluding the engineer or architect or that person's
agent, employee or Sub Consultant, over which the City exercises control ("Indemnitee") from
and against any and all claims, damages, liabilities or costs, including reasonable attorney fees
and court costs, to the extent that the damage is caused by or results from an act of negligence,
intentional tort, intellectual property infringement or failure to pay a subcontractor or supplier
committed by 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.
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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 — MANDATORY CONTRACT PROVISIONS FOR AIRPORT PROJECTS
6.1 Consultant must comply with all mandatory federal contract provisions for Professional Services (NE)
Contracts, included as Exhibit F.
6.2 Consultant agrees to include the contract provisions in Exhibit F in each subcontract and require each Sub
Consultant to include these contract provisions in all subcontracts.
6.3 Consultant agrees to incorporate applicable requirements of the contract provisions in Exhibit F by
reference for work done under any purchase orders, rental agreements and other agreements for supplies
or services.
ARTICLE VII -TERMINATION OF AGREEMENT
7.1 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.
7.2 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.
ARTICLE VIII — RIGHT OF REVIEW AND AUDIT
8.1 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.
8.2 "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.
8.3 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.
8.4 Consultant shall include this audit clause in any subcontractor, supplier or vendor contract.
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ARTICLE IX—OWNER REMEDIES
9.1 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.
9.2 Pursuant to Article IV,the City may assert a claim against the Consultant's professional liability insurance,
as appropriate.
9.3 The City may withhold or nullify the whole or part of any payment as detailed in Article II.
9.4 If Consultant fails to comply with Article VI, the City may
9.4.1 withhold progress payments or final payment,
9.4.2 terminate the contract,
9.4.3 seek suspension/debarment, or
9.4.4 take any other action determined to be appropriate by the City or the Federal Aviation
Administration.
ARTICLE X—CONSULTANT REMEDIES
10.1 Consultant shall not be liable or responsible for any delays due to circumstances beyond Consultant's
reasonable control.
ARTICLE XI —CLAIMS AND DISPUTE RESOLUTION
11.1 Filing of Claims
11.1.1 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.
11.1.2 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.
11.1.3 The responsibility to substantiate a claim rests with the party making the Claim.
11.1.4 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.
11.1.5 Pending final resolution of a claim, except as otherwise agreed in writing, Consultant shall proceed
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diligently with performance of the Agreement and City shall continue to make payments in accordance with
this Agreement.
11.2 Alternative Dispute Resolution
11.2.1 All negotiations pursuant to this clause are confidential and shall be treated as compromise and
settlement negotiations for purposes of applicable rules of evidence.
11.2.2 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.
11.2.3 Mediation
11.2.3.1 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.
11.2.3.2 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.
11.2.3.3 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.
11.2.3.4 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.
11.3 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
TO THE EXTENT IT IS NOT CLEARLY AND UNAMBIGUOUSLY WAIVED BY STATE LAW.
ARTICLE XII — MISCELLANEOUS PROVISIONS
12.1 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.
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12.2 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.
12.3 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.
12.4 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.
12.5 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.
12.6 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.
12.7 Disclosure of Interest. Consultant agrees to comply with City of Corpus Christi Ordinance No. 17112 and
complete the Disclosure of Interests form as part of this contract (Exhibit D).
12.8 Certificate of Interested Parties. Consultant agrees to comply with Texas Government Code section
2252.908 and complete Form 1295 Certificate of Interested Parties as part of this contract(Exhibit E). For
more information, please review the information on the Texas Ethics Commission website at
https://www.ethics.state.tx.us.
12.9 Conflict of Interest. Consultant agrees to comply with Chapter 176 of the Texas Local Government Code
and file Form CIQ with the City Secretary's Office, if required. For more information and to determine if
you need to file a Form CIQ, please review the information on the City Secretary's website at
http://www.cctexas.com/government/city-secretary/conflict-disclosure/index
12.10 Controlling Law. This Agreement is governed by the laws of the State of Texas without regard to its
conflicts of laws. Venue for legal proceedings lies exclusively in Nueces County, Texas.
12.11 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.
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CITY OF CORP . RISTI KSA, INC
V/9/4, i��4 /z/ii1i5
J. . Edmonds, P. E. ( Mitchell L. Fortn
Executive Vice resident (Date)
Director of Engineering Services 140 E. Tyler Street, Suite 600
Longview, TX 75601
(903) 236-7700 Office
RECOMMENDED
tia�l
Operatin• : •- ent (Date)
APPROVED
4/77111.t.
Office of Management (I
and Budget
AU HU I[u
APPROVED AS TO LEGAL FORM '
sY COUNCIL___42_
//// k 2 —Av
As stant City Attorney ii (Date) SECRETARY
f r City Attorney
ATTEST
igL,e—,e_yel 14L.
Rebecca Huerta, City Secretary
KSA MSA Task Order No. 1
—
3020-274 550950 E152341503020D
$171,347.40
3026-274 550950 E152341503026D
$19,038.60
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Fund Name
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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 , 2016 (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 KSA, INC
J.H. Edmonds, P. E. (Date) Joncie Young, P.E., President (Date)
Director of Engineering Services 8875 Synergy Drive
McKinney, TX 75070
(903) 236-7700 Office
RECOMMENDED
Operating Department (Date)
Master Services Agreement
Exhibit A
EXHIBIT B
CONSULTANT PROPOSAL
Master Services Agreement
Exhibit B
•
•
CITY OF CORPUS CHRISTI,TEXAS
Design Phase and Bidding Phase Service Fees for the
East GA Apron Reconstruction (Areas 1 —4) Project
at the Corpus Christi International Airport
I. SCOPE OF SERVICES
This proposal provides scope, schedule, and budget estimates for Design Phase and Bidding Phase
Service fees for the East GA Apron Reconstruction project (Areas 1 through 4) at the Corpus Christi
International Airport.
The Engineer shall provide the following services:
A. SCOPE OF WORK
1. Attend project meetings as noted in Section C herein.
2. Participate in Pre-Design Teleconference and prepare meeting summary notes. Per FM
direction, all pre-design direction will be handled via teleconference and no travel
arrangements will be necessary for the Engineer.
3. Design East GA Apron (Areas 1 through 4) and prepare Plans and specifications.
4. Preparation of Civil Technical Specifications Using FAA Advisory Circular 150/5370-10G.
5. Preparation of Design Front-End Documents/Non-Technical Specifications.
6. Preparation of Opinion of Total Project Costs.
7. Participate in Design Documents Review Teleconference and prepare meeting summary
notes. All design review with the City and/or FAA will be handled via teleconference and
no travel arrangements will be necessary for the Engineer.
8. Preparation and Submittal of required Obstruction Evaluation /Airport Airspace Analysis
(OE/AAA) Documents.
9. Preparation of the Construction Safety and Phasing Plan.
10. Preparation of the Construction Management Plan.
11. This amendment assumes thirty percent, sixty five percent and ninety percent reviews of
the plans and specifications only by the Owner and FAA. Modifications will be made to
the Design Phase documents as necessary in accordance with the Owner and FAA's
review comments.
B. DESIGN REQUIREMENTS
1. Plans and specifications shall be in full compliance with all design and construction
standards of the FAA, City of Corpus Christi, and other governing authorities, as
applicable.
KSA MSA Task Order No. 1
3020-274 550950 E152341503020D
$171,347.40
3026-274 550950 E152341503026D Task Order No.
$19,038.60 01
Page 1 of 2
KSA Engineers, Inc. Project No. CRP.039
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C. TRAVEL
1. This amendment includes travel expenses for the following meetings:
a. Pre-Bid Meeting.
b. Bid Opening.
Any other requested dates of travel will require additional compensation by the Owner.
D. EXCLUSIONS
1. This proposal assumes that the drainage infrastructure underneath Area 4 of the East GA
Apron is in sound condition and does not need to be replaced, modified or repaired. As
such any work related to the drainage infrastructure under the apron in area 4 will need
additional compensation by the Owner.
2. A new geotechnical investigation will not be performed since bores were taken in this
area during previous projects.
E. DELIVERABLES
1. All deliverables will be submitted to the Owner electronically. Any requested hard copies
of deliverables will require additional compensation by the Owner.
II. SCHEDULE
The Design Phase will commence with written notification from the Owner to the Engineer and will
terminate upon delivery of Design Documents to the Owner by the Engineer. The Design Phase shall
be completed within Twelve(12)weeks of phase commencement.
Sealed bid documents will be delivered within three (3) weeks of receipt of Design Phase review
comments by the City and FAA.
The Bidding Phase will commence with written notification from the Owner to the Engineer and will
terminate upon delivery of the Bid Tabulation and associated bid documents to the Owner by the
Engineer. The Bidding Phase shall be completed on as needed basis.
III. FEES
The Engineer proposes to provide Design Phase and Bidding Phase services for $190,386.00 on a
lump sum basis. .
Task Order No.
01
Page 2 of 2
KSA Engineers, Inc. Project No. CRP.039
EXHIBIT -
PROJECT LAYOUT
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KSAI=M ri=73 CORPUS CHRISTI DEVOELOPMENT 101 =1111ENGINEERS INTERNATIONAL OBJECTIVE m��
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CORPUS CHRISTI INTERNATIONAL AIRPORT
MSA Agreement
TASK 1: SUMMARY OF DESIGN COSTS
DESIGN SERVICES
Scope Design Fee
East GA Apron Area 1 $ 8,200.00
East GA Apron Area 2 $ 8,200.00
East GA Apron Area 3 $ 98,418.00
East GA Apron Area 4 $65,568.00
$ 180,386.00
BIDDING SERVICES
Scope Fee
East GA Apron Area 1
East GA Apron Area 2 $ 10,000.00
East GA Apron Area 3
East GA Apron Area 4
$ 10,000.00
TOTAL DESIGN AND
BIDDING SERVICES $ 190,386.00
•
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 Sub Consultants as needed.
Master Services Agreement
Exhibit B-1
EXHIBIT C
PAYMENT REQUEST FORM
Master Services Agreement
Exhibit C
PROJECT NAME
Project No. EXXXXX
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 $0 $0 $0 $0 $0 $0 $0 0%
Design Phase 0 0 0 0 $0 0 0 0%
Bid Phase 0 0 0 0 0 0 0 0%
Report Phase 0 0 0 0 0 0 0 0%
Construction Phase 0 0 0 0 0 0 0 0%
Subtotal Basic Services $0 $0 $0 $0 $0 $0 $0 0%
Additional Services:
Permitting $0 $0 $0 $0 $0 $0 $0 0%
Warranty Phase 0 0 0 0 0 0 0 0%
Inspection 0 0 0 0 0 0 0 0%
Platting Survey 0 0 0 0 0 0 0 0%
Reporting 0 0 0 0 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 $0 $0 $0 $0 $0 $0 $0 0%
Summary of Fees
Basic Services Fees $0 $0 $0 $0 $0 $0 $0 0%
Additional Services Fees 0 0 0 0 0 0 0 0%
Total of Fees $0 $0 $0 $0 $0 $0 $0 0%
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EXHIBIT D
DISCLOSURE OF INTEREST
Master Services Agreement
Exhibit D
SUPPLIER NUMBER
TO BE ASSIGNED BY CITY
O PURCHASING DIVISION
Corpus DISCLOSURE
CITY OF CORPUS CHRISTI
City DISCLOSURE OF INTEREST
us
Chnsti
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: KSA Engineers,Inc.
P.O.BOX:
STREET ADDRESS: 140 E.Tyler Street Suite 600 CITY: Longview,TX ZIP: 75601
FIRM IS: 1. Corporation x 2. Partnership3. Sole Owner ❑
4. Association 8 5. Other B
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 Department(if known)
N/A
2. State the names of each "official" of the City of Corpus Christi having an "ownership interest"
constituting 3%or more of the ownership in the above named"firm."
Name Title
N/A
3. State the names of each"board member"of the City of Corpus Christi having an"ownership interest"
constituting 3%or more of the ownership in the above named"firm."
Name Board,Commission or Committee
M/A
4. State the names of each employee or officer of a"consultant"for the City of Corpus Christi who worked
on any matter related to the subject of this contract and has an"ownership interest"constituting 3%or
more of the ownership in the above named"firm."
Name Consultant
N/A
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: Mitchell L. Fortner. P.N. Title: President
(Type or Print)
Signature of Certifying Person: 4" rtrt Date: f (;_ og.
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 I-Ieads, 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 INTERESTED PARTIES
Master Services Agreement
Exhibit E
CERTIFICATE OF INTERESTED PARTIES
FORM 1295
1 of 1
OFFICE USE ONLY
Complete Nos.1-4 and 6 if there are interested parties.
Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 2016-2537
KSA Engineers, Inc.
Longview,TX United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 01/12/2016
being filed.
City of Corpus Christi,Texas Date Ackn wledged:
)a ao
3 Provide the identification number used by the governmental entity or state agency to track or identify the ntrac,and provide a
description of the goods or services to be provided under the contract.
E15234
Civil Engineering Services
4 Nature of interest(check applicable)
Name of Interested Party City,State,Country(place of business)
Controlling Intermediary
Phipps,Craig Sugar Land,TX United States X
Young,Joncie Longview,TX United States X
Fortner, Mitchell Longview,TX United States X
5 Check only if there is NO Interested Party. ❑
6 AFFIDAVIT I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct.
"',"!?( SHEILA MARIE ROGERS
` pv PUB(
:. • '•„: Notary Public,State of Texas
MW
. r- �._.
%'F”OF;"*-- June 20, 2017
0 Signature of authorized gent of contracting business entity
AFFIX NOTARY STAMP/SEAL ABOVE L. f
Sworn to and subscribed before me,by the said I1-L h el I L• FL)(l f'1 e.(,this the day o_CiY
20 I ,to certify which,witness my hand and se,.1 of office.
i
*eAlCULIOLI\t`QaLea- A� �I�,�iCt.• GU'le C{iG ( L-. .ec , Iver 5515 +-
Signature oadministering'o th Printed name of officerr ministering oath Title of officer administering oath
J
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.34032
EXHIBIT F
MANDATORY FEDERAL CONTRACT PROVISIONS
Mandatory Federal Contract Provisions for Professional Services (A/E) Contracts
Provision Law/Statute
Provisions for all A/E Contracts
Access to Records and Reports 49 CFR § 18.36
Buy American Preferences 49 USC § 50101
Civil Rights - General 49 USC § 47123
Civil Rights Act of 1964, Title VI 49 CFR part 21
Disadvantaged Business Enterprises 49 CFR part 26
Federal Fair Labor Standards Act (Minimum Wage) 29 USC § 201, et seq
Lobbying and Influencing Federal Employees 49 CFR part 20
Occupational Safety and Health Act (OSHA) 20 CFR part 1910
Rights to Inventions 49 CFR § 18.36
Trade Restriction Clause 49 CFR part 30
Additional Provisions for A/E Contracts Exceeding $10,000
Termination of Contract 2 CFR § 200 Appendix II(B)
Additional Provisions for A/E Contracts Exceeding $25,000
Debarment and Suspension 2 CFR part 180 (subpart C)
Additional Provisions for A/E Contracts Exceeding $100,000
Breach of Contract 2 CFR § 200 Appendix II(A)
Clean Air and Water Pollution Controls 2 CFR § 200 Appendix II(G)
Contract Work Hours and Safety Standards 2 CFR § 200 Appendix II(E)
Master Services Agreement
Exhibit F
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ACCESS TO RECORDS AND REPORTS
The Consultant must maintain an acceptable cost accounting system. The Consultant agrees to provide the
Sponsor,the Federal Aviation Administration, and the Comptroller General of the United States or any of their
duly authorized representatives, access to any books,documents, papers,and records of the Consultant which
are directly pertinent to the specific contract for the purpose of making audit, examination, excerpts and
transcriptions.The Consultant agrees to maintain all books, records and reports required under this contract for
a period of not less than three years after final payment is made and all pending matters are closed.
II. BUY AMERICAN PREFERENCES
The Consultant agrees to comply with 49 USC § 50101, which provides that Federal funds may not be
obligated unless all steel and manufactured goods used in AIP-funded projects are produced in the United
States, unless the FAA has issued a waiver for the product; the product is listed as an Excepted Article,
Material Or Supply in Federal Acquisition Regulation subpart 25.108; or is included in the FAA Nationwide Buy
American Waivers Issued list.
III. CIVIL RIGHTS, GENERAL
The Consultant agrees that it will comply with pertinent statutes, Executive Orders and such rules as are
promulgated to ensure that no person shall, on the grounds of race, creed, color, national origin, sex, age,
or handicap be excluded from participating in any activity conducted with or benefiting from Federal
assistance.
This provision binds the Consultants from the bid solicitation period through the completion of the contract.
This provision is in addition to that required of Title VI of the Civil Rights Act of 1964.
This provision also obligates the tenant/concessionaire/lessee or its transferee for the period during which
Federal assistance is extended to the airport through the Airport Improvement Program, except where
Federal assistance is to provide, or is in the form of personal property; real property or interest therein;
structures or improvements thereon.
In these cases the provision obligates the party or any transferee for the longer of the following periods:
(1) the period during which the property is used by the airport sponsor or any transferee for a purpose
for which Federal assistance is extended, or for another purpose involving the provision of similar
services or benefits; or
(2) the period during which the airport sponsor or any transferee retains ownership or possession of the
property.
IV. CIVIL RIGHTS, TITLE VI
A. Compliance with Nondiscrimination Requirements
During the performance of this contract, the Consultant, for itself, its assignees, and successors in
interest (hereinafter referred to as the "Consultant") agrees as follows:
1. Compliance with Regulations: The Consultant (hereinafter includes consultants)will comply
with the Title VI List of Pertinent Nondiscrimination Statutes and Authorities, as they may be
amended from time to time, which are herein incorporated by reference and made a part of
this contract.
Master Services Agreement
Exhibit F
2. Non-discrimination: The Consultant, with regard to the work performed by it during the
contract, will not discriminate on the grounds of race, color, or national origin in the selection
and retention of Sub Consultants, including procurements of materials and leases of
equipment. The Consultant will not participate directly or indirectly in the discrimination
prohibited by the Acts and the Regulations, including employment practices when the
contract covers any activity, project, or program set forth in Appendix B of 49 CFR part 21.
3. Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In all
solicitations, either by competitive bidding, or negotiation made by the Consultant for work to
be performed under a subcontract, including procurements of materials, or leases of
equipment, each potential Sub Consultant or supplier will be notified by the Consultant of
the Consultant's obligations under this contract and the Acts and the Regulations relative to
Non-discrimination on the grounds of race, color, or national origin.
4. Information and Reports: The Consultant will provide all information and reports required by
the Acts, the Regulations, and directives issued pursuant thereto and will permit access to
its books, records, accounts, other sources of information, and its facilities as may be
determined by the sponsor or the Federal Aviation Administration to be pertinent to
ascertain compliance with such Acts, Regulations, and instructions. Where any information
required of a Consultant is in the exclusive possession of another who fails or refuses to
furnish the information, the Consultant will so certify to the sponsor or the Federal Aviation
Administration, as appropriate, and will set forth what efforts it has made to obtain the
information.
5. Sanctions for Noncompliance: In the event of a Consultant's noncompliance with the Non-
discrimination provisions of this contract, the sponsor will impose such contract sanctions as
it or the Federal Aviation Administration may determine to be appropriate, including, but not
limited to:
a. Withholding payments to the Consultant under the contract until the Consultant
complies; and/or
b. Cancelling, terminating, or suspending a contract, in whole or in part.
6. Incorporation of Provisions: The Consultant will include the provisions of paragraphs one
through six in every subcontract, including procurements of materials and leases of
equipment, unless exempt by the Acts, the Regulations and directives issued pursuant
thereto. The Consultant will take action with respect to any subcontract or procurement as
the sponsor or the Federal Aviation Administration may direct as a means of enforcing such
provisions including sanctions for noncompliance. Provided, that if the Consultant becomes
involved in, or is threatened with litigation by a Sub Consultant, or supplier because of such
direction, the Consultant may request the sponsor to enter into any litigation to protect the
interests of the sponsor. In addition, the Consultant may request the United States to enter
into the litigation to protect the interests of the United States.
B. Title VI List of Pertinent Nondiscrimination Authorities
During the performance of this contract, the Consultant, for itself, its assignees, and successors in
interest(hereinafter referred to as the "Consultant") agrees to comply with the following non-
discrimination statutes and authorities; including but not limited to:
1. Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits
Master Services Agreement
Exhibit F
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discrimination on the basis of race, color, national origin);
2. 49 CFR part 21 (Non-discrimination In Federally-Assisted Programs of The Department of
Transportation—Effectuation of Title VI of The Civil Rights Act of 1964);
3. The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42
U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been
acquired because of Federal or Federal-aid programs and projects);
4. Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended,
(prohibits discrimination on the basis of disability); and 49 CFR part 27;
5. The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits
discrimination on the basis of age);
6. Airport and Airway Improvement Act of 1982, (49 USC §471, Section 47123), as amended,
(prohibits discrimination based on race, creed, color, national origin, or sex);
7. The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage
and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of
1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the
terms "programs or activities"to include all of the programs or activities of the Federal-aid
recipients, sub-recipients and Consultants, whether such programs or activities are
Federally funded or not);
8. Titles II and III of the Americans with Disabilities Act of 1990, which prohibit discrimination
on the basis of disability in the operation of public entities, public and private transportation
systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131 –
12189) as implemented by Department of Transportation regulations at 49 CFR parts 37
and 38;
9. The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. §47123)
(prohibits discrimination on the basis of race, color, national origin, and sex);
10. Executive Order 12898, Federal Actions to Address Environmental Justice in Minority
Populations and Low-Income Populations, which ensures non-discrimination against
minority populations by discouraging programs, policies, and activities with
disproportionately high and adverse human health or environmental effects on minority and
low-income populations;
11. Executive Order 13166, Improving Access to Services for Persons with Limited English
Proficiency, and resulting agency guidance, national origin discrimination includes
discrimination because of limited English proficiency (LEP). To ensure compliance with Title
VI, you must take reasonable steps to ensure that LEP persons have meaningful access to
your programs (70 Fed. Reg. at 74087 to 74100);
12. Title IX of the Education Amendments of 1972, as amended, which prohibits you from
discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq).
V. DISADVANTAGED BUSINESS ENTERPRISES
A. Contract Assurance (§ 26.13) - The Consultant or Sub Consultant shall not discriminate on the
Master Services Agreement
Exhibit F
basis of race, color, national origin, or sex in the performance of this contract. The Consultant shall
carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT
assisted contracts. Failure by the Consultant to carry out these requirements is a material breach of
this contract, which may result in the termination of this contract or such other remedy, as the
recipient deems appropriate.
B. Prompt Payment (26.29) - The prime Consultant agrees to pay each Sub Consultant under this
prime contract for satisfactory performance of its contract no later than 30 days from the receipt of
each payment the prime Consultant receives from City of Corpus Christi. The prime Consultant
agrees further to return retainage payments to each Sub Consultant within 30 days after the Sub
Consultant's work is satisfactorily completed. Any delay or postponement of payment from the
above referenced time frame may occur only for good cause following written approval of the City of
Corpus Christi. This clause applies to both DBE and non-DBE Sub Consultants.
VI. FEDERAL FAIR LABOR STANDARDS ACT (MINIMUM WAGE)
All contracts and subcontracts that result from this solicitation incorporate the following provisions by reference,
with the same force and effect as if given in full text. The Consultant has full responsibility to monitor
compliance to the referenced statute or regulation. The Consultant must address any claims or disputes that
pertain to a referenced requirement directly with the Federal Agency with enforcement responsibilities.
Requirement Federal Agency with Enforcement Responsibilities
Federal Fair Labor Standards Act (29 USC U.S. Department of Labor—Wage and Hour Division
201)
VII. LOBBYING AND INFLUENCING FEDERAL EMPLOYEES
The bidder or offeror certifies by signing and submitting this bid or proposal, to the best of his or her knowledge
and belief, that:
(1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the bidder or offeror,to
any person for influencing or attempting to influence an officer or employee of an agency, a Member of
Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection
with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal
loan, the entering into of any cooperative agreement, and the extension, continuation, renewal,
amendment, or modification of any Federal contract, grant, loan, or cooperative agreement.
(2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for
influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an
officer or employee of Congress, or an employee of a Member of Congress in connection with this
Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit
Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions.
This certification is a material representation of fact upon which reliance was placed when this transaction
was made or entered into. Submission of this certification is a prerequisite for making or entering into this
transaction imposed by section 1352,title 31, U.S. Code.Any person who fails to file the required certification
shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.
VIII. OCCUPATIONAL SAFETY AND HEALTH ACT (OSHA)
Master Services Agreement
Exhibit F
All contracts and subcontracts that result from this solicitation incorporate the following provisions by reference,
with the same force and effect as if given in full text. The Consultant has full responsibility to monitor
compliance to the referenced statute or regulation. The Consultant must address any claims or disputes that
pertain to a referenced requirement directly with the Federal Agency with enforcement responsibilities.
Requirement Federal Agency with Enforcement Responsibilities
Occupational Safety and Health Act of 1970 U.S. Department of Labor—Occupational Safety and Health
(20 CFR Part 1910) Administration
IX. RIGHTS TO INVENTIONS
All rights to inventions and materials generated under this contract are subject to requirements and regulations
issued by the FAA and the Sponsor of the Federal grant under which this contract is executed.
X. TRADE RESTRICTION CLAUSE
The Consultant or Sub Consultant, by submission of an offer and/or execution of a contract, certifies that it:
(1) is not owned or controlled by one or more citizens of a foreign country included in the list of countries
that discriminate against U.S. firms published by the Office of the United States Trade Representative
(USTR);
(2) has not knowingly entered into any contract or subcontract for this project with a person that is a citizen
or national of a foreign country on said list, or is owned or controlled directly or indirectly by one or more
citizens or nationals of a foreign country on said list;
(3) has not procured any product nor subcontracted for the supply of any product for use on the project that
is produced in a foreign country on said list.
Unless the restrictions of this clause are waived by the Secretary of Transportation in accordance with 49 CFR
30.17, no contract shall be awarded to a Consultant or Sub Consultant who is unable to certify to the above. If
the Consultant knowingly procures or subcontracts for the supply of any product or service of a foreign country
on said list for use on the project, the Federal Aviation Administration may direct through the Sponsor
cancellation of the contract at no cost to the Government.
Further,the Consultant agrees that, if awarded a contract resulting from this solicitation, it will incorporate this
provision for certification without modification in each contract and in all lower tier subcontracts. The
Consultant may rely on the certification of a prospective Sub Consultant unless it has knowledge that the
certification is erroneous.
The Consultant shall provide immediate written notice to the sponsor if the Consultant learns that its
certification or that of a Sub Consultant was erroneous when submitted or has become erroneous by reason of
changed circumstances. The Sub Consultant agrees to provide written notice to the Consultant if at any time it
learns that its certification was erroneous by reason of changed circumstances.
This certification is a material representation of fact upon which reliance was placed when making the award. If
it is later determined that the Consultant or Sub Consultant knowingly rendered an erroneous certification,the
Federal Aviation Administration may direct through the Sponsor cancellation of the contract or subcontract for
default at no cost to the Government.
Master Services Agreement
Exhibit F
Nothing contained in the foregoing shall be construed to require establishment of a system of records in order
to render, in good faith, the certification required by this provision. The knowledge and information of a
Consultant is not required to exceed that which is normally possessed by a prudent person in the ordinary
course of business dealings.
This certification concerns a matter within the jurisdiction of an agency of the United States of America and the
making of a false,fictitious, or fraudulent certification may render the maker subject to prosecution under Title
18, United States Code, Section 1001.
Additional Provision for Contracts Exceeding $10,000
XI. TERMINATION OF CONTRACT
A. The Sponsor may, by written notice,terminate this contract in whole or in part at any time,either for
the Sponsor's convenience or because of failure to fulfill the contract obligations. Upon receipt of
such notice services must be immediately discontinued(unless the notice directs otherwise)and all
materials as may have been accumulated in performing this contract, whether completed or in
progress, delivered to the Sponsor.
B. If the termination is for the convenience of the Sponsor, an equitable adjustment in the contract
price will be made, but no amount will be allowed for anticipated profit on unperformed services.
C. If the termination is due to failure to fulfill the Consultant's obligations, the Sponsor may take over
the work and prosecute the same to completion by contract or otherwise. In such case, the
Consultant is liable to the Sponsor for any additional cost occasioned to the Sponsor thereby.
D. If, after notice of termination for failure to fulfill contract obligations, it is determined that the
Consultant had not so failed, the termination will be deemed to have been effected for the
convenience of the Sponsor. In such event, adjustment in the contract price will be made as
provided in paragraph B of this clause.
E. The rights and remedies of the sponsor provided in this clause are in addition to any other rights
and remedies provided by law or under this contract.
Additional Provision for Contracts Exceeding $25,000
XII. DEBARMENT AND SUSPENSION
The successful bidder, by administering each lower tier subcontract that exceeds $25,000 as a "covered
transaction", must verify each lower tier participant of a"covered transaction"under the project is not presently
debarred or otherwise disqualified from participation in this federally assisted project. The successful bidder
will accomplish this by:
(1) Checking the System for Award Management at website: http://www.sam.gov
(2) Collecting a certification statement similar to the Certificate Regarding Debarment and Suspension
(Bidder or Offeror), above.
Master Services Agreement
Exhibit F
•
(3) Inserting a clause or condition in the covered transaction with the lower tier contract
If the FAA later determines that a lower tier participant failed to tell a higher tier that it was excluded or
disqualified at the time it entered the covered transaction,the FAA may pursue any available remedy, including
suspension and debarment.
Additional Provision for Contracts Exceeding $100,000
XIII. BREACH OF CONTRACT
Any violation or breach of terms of this contract on the part of the Consultant or its Sub Consultants may result
in the suspension or termination of this contract or such other action that may be necessary to enforce the
rights of the parties of this agreement. The duties and obligations imposed by the Contract Documents and the
rights and remedies available thereunder are in addition to, and not a limitation of, any duties, obligations,
rights and remedies otherwise imposed or available by law.
XIV. CLEAN AIR AND WATER POLLUTION CONTROLS
Consultants and Sub Consultants agree:
(1) That any facility to be used in the performance of the contract or subcontract or to benefit from the
contract is not listed on the Environmental Protection Agency (EPA) List of Violating Facilities;
(2) To comply with all the requirements of Section 114 of the Clean Air Act, as amended,42 U.S.C. 1857 et
seq. and Section 308 of the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq.
relating to inspection, monitoring, entry, reports, and information, as well as all other requirements
specified in Section 114 and Section 308 of the Acts, respectively, and all other regulations and
guidelines issued thereunder;
(3) That, as a condition for the award of this contract, the Consultant or Sub Consultant will notify the
awarding official of the receipt of any communication from the EPA indicating that a facility to be used
for the performance of or benefit from the contract is under consideration to be listed on the EPA List of
Violating Facilities;
(4) To include or cause to be included in any construction contract or subcontract which exceeds$100,000
the aforementioned criteria and requirements.
XV. CONTRACT WORK HOURS AND SAFETY STANDARDS
A. Overtime Requirements.
No Consultant or Sub Consultant contracting for any part of the contract work which may require or
involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic,
including watchmen and guards, in any workweek in which he or she is employed on such work to work
in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a
rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty
hours in such workweek.
B. Violation; Liability for Unpaid Wages; Liquidated Damages.
Master Services Agreement
Exhibit F
4
• . •
In the event of any violation of the clause set forth in paragraph (1)above,the Consultant and any Sub
Consultant responsible therefore shall be liable for the unpaid wages. In addition,such Consultant and
Sub Consultant shall be liable to the United States (in the case of work done under contract for the
District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such
liquidated damages shall be computed with respect to each individual laborer or mechanic, including
watchmen and guards,employed in violation of the clause set forth in paragraph 1 above, in the sum of
$10 for each calendar day on which such individual was required or permitted to work in excess of the
standard workweek of forty hours without payment of the overtime wages required by the clause set
forth in paragraph A above.
C. Withholding for Unpaid Wages and Liquidated Damages.
The Federal Aviation Administration or the Sponsor shall upon its own action or upon written request of
an authorized representative of the Department of Labor withhold or cause to be withheld, from any
monies payable on account of work performed by the Consultant or Sub Consultant under any such
contract or any other Federal contract with the same prime Consultant, or any other Federally-assisted
contract subject to the Contract Work Hours and Safety Standards Act,which is held by the same prime
Consultant, such sums as may be determined to be necessary to satisfy any liabilities of such
Consultant or Sub Consultant for unpaid wages and liquidated damages as provided in the clause set
forth in paragraph B above.
D. Sub Consultants.
The Consultant or Sub Consultant shall insert in any subcontracts the clauses set forth in paragraphs A
through D and also a clause requiring the Sub Consultant to include these clauses in any lower tier
subcontracts. The prime Consultant shall be responsible for compliance by any Sub Consultant or
lower tier Sub Consultant with the clauses set forth in paragraphs A through D of this section.
Master Services Agreement
Exhibit F