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CITY OF CORPUS CHRISTI
MASTER SERVICES AGREEMENT FOR PROFESSIONAL SERVICES
FOR WATER AND WASTEWATER TREATMENT ON-CALL SUPPORT
E16264
AMENDMENT NO. 1
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 LNV, Inc., a Texas Corporation, 801 Navigation, Suite 300, Corpus Christi,
Texas 78408 (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 4
ARTICLE VI TERM; RENEWALS; TIMES FOR RENDERING SERVICE 4
ARTICLE VII TERMINATION OF AGREEMENT 5
ARTICLE VIII RIGHT OF REVIEW AND AUDIT 5
ARTICLE IX OWNER REMEDIES 6
ARTICLE X CONSULTANT REMEDIES 7
ARTICLE XI CLAIMS AND DISPUTE RESOLUTION 7
ARTICLE XII MISCELLANEOUS PROVISIONS 8
EXHIBITS
2016-370
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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
in accordance with the standard of care defined in Article XII of this Agreement.
1.3 Under this Agreement, Consultant will provide services on a Task Order basis for a range of services
related to assisting Engineering Services with professional engineering, architecture and construction
services related to execution of 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 City standards, as specified in the Unified Development Code(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. A request made by either party to deviate from City
standards after the contract is executed must be in writing.
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. Persons retained by Consultant to perform
work pursuant to this Agreement shall be employees or subconsultants of Consultant. Consultant must
provide City with a list of all subconsultants that includes the services performed by the subconsultant and
the percentage of work performed by the subconsultant. Changes in Consultant's team that provides
services under this Agreement must be agreed to by the City in writing.
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.
44 For design services, Consultant agrees to render the professional services necessary for the advancement
Gv- of the Project through Final Completion of the Construction Contract. Consultant acknowledges and
004-' accepts its responsibilities, as defined and described in the City's General Conditions for Construction
Contracts, an excerpt of which is attached as Exhibit G.
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 $600,000, for a total restated fee of$635,000.
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.
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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.
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 $600,000.00
Task 1 —TBD 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 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).
The City reserves the right to retain a separate consultant to perform additional QCP services for the City.
3.2 The Consultant will perform QCP Reviews at intervals during the project to ensure deliverables satisfy
applicable industry quality standards and meet the requirements of the project scope. Based on the findings
of the QCP Review, the Consultant must reconcile the project scope and Opinion of Probable Cost(OPC)
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as needed.
3.3 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 required insurance 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 Insurance Requirements are shown in EXHIBIT D.
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 subconsultant, over which the City exercises control("Indemnitee")from and
against any and all claims, damages, liabilities or costs, including reasonable attorney fees and
court costs, to the extent that the damage is caused by or results from an act of negligence,
intentional tort, intellectual property infringement or failure to pay a subcontractor or supplier
committed by Consultant or its agent, Consultant under contract or another entity over which
Consultant exercises control while in the exercise of rights or performance of the duties under
this agreement. This indemnification does not apply to any liability resulting from the negligent
acts or omissions of the City or its employees, to the extent of such negligence.
Consultant shall defend Indemnitee, with counsel satisfactory to the City Attorney, from and
against any and all claims, damages, liabilities or costs, including reasonable attorney fees and
court costs, if the claim is not based wholly or partly on the negligence of, fault of or breach of
contract by Indemnitee. If a claim is based wholly or partly on the negligence of, fault of or
breach of contract by Indemnitee,the Consultant shall reimburse the City's reasonable attorney's
fees in proportion to the Consultant's liability.
Consultant must advise City in writing within 24 hours of any claim or demand against City or
Consultant known to Consultant related to or arising out of Consultant's activities under this
Agreement.
ARTICLE VI—TERM; RENEWALS; TIMES FOR RENDERING SERVICE
6.1 This Agreement shall be effective upon the signature of the City Manager or designee (Effective Date).
6.2 This Agreement shall be applicable to Task Order issued hereunder from the Effective Date of the
Agreement until project is complete.
6.3 - - - - - _ . . ._ . __ - •- _• . - _ -- -- - • .
6.4 The times for performing services or providing deliverables will be stated in each Task Order. If no times
are so stated, Consultant will perform services and provide deliverables within a reasonable time.
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s a
ARTICLE VII -TERMINATION OF AGREEMENT
7.1 By Consultant:
7.1.1 The City reserves the right to suspend this Agreement at the end of any phase for the convenience
of the City by issuing a written and signed Notice of Suspension. The Consultant may terminate this
Agreement for convenience in the event such suspension extends for a period beyond 120 calendar days
by delivering a Notice of Termination to the City.
7.1.2 The Consultant must follow the Termination Procedure outlined in this Agreement.
7.2 By City:
7.2.1 The City may terminate this agreement for convenience upon seven days written notice to the
Consultant at the address of record.
7.2.2 The City may terminate this agreement for cause upon ten days written notice to the Consultant. If
Consultant begins,within three days of receipt of such notice,to correct its failure and proceeds to diligently
cure such failure within the ten days, the agreement will not terminate. If the Consultant again fails to
perform under this agreement, the City may terminate the agreement for cause upon seven days written
notice to the Consultant with no additional cure period. If the City terminates for cause,the City may reject
any and all proposals submitted by Consultant for up to two years.
7.3 Termination Procedure
7.3.1 Upon receipt of a Notice of Termination and prior to the effective date of termination, unless the
notice otherwise directs or Consultant takes action to cure a failure to perform under the cure period,
Consultant shall immediately begin the phase-out and discontinuance of all services in connection with the
performance of this Agreement. Within 30 calendar days after receipt of the Notice of Termination, unless
Consultant has successfully cured a failure to perform, Consultant shall submit a statement showing in
detail the services performed under this Agreement prior to the effective date of termination. City retains the
option to grant an extension to the time period for submittal of such statement.
7.3.2 Consultant shall submit all completed and/or partially completed work under this Agreement,
including but not limited to specifications, designs, plans and exhibits.
7.3.3 Upon receipt of documents described in the Termination Procedure and absent any reason why City
may be compelled to withhold fees, Consultant will be compensated for its services based upon a Time&
Materials calculation or Consultant and City's estimate of the proportion of the total services actually
completed at the time of termination. There will be no compensation for anticipated profits on services not
completed.
7.3.4 Consultant acknowledges that City is a public entity and has a duty to document the expenditure of
public funds. The failure of Consultant to comply with the submittal of the statement and documents, as
required above, shall constitute a waiver by Consultant of any and all rights or claims to payment for
services performed under this Agreement.
ARTICLE 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
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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.
ARTICLE IX—OWNER REMEDIES
9.1 The City and Consultant agree that in the event the City suffers actual damages, the City may elect to
pursue its actual damages and any other remedy allowed by law. This includes but is not limited to:
9.1.1 Failure of the Consultant to make adequate progress and endanger timely and successful
completion of the Project, which includes failure of subconsultants to meet contractual obligations;
9.1.2 Failure of the Consultant to design in compliance with the laws of the City, State and/or federal
governments,such that subsequent compliance costs exceed expenditures that would have been involved
had services been properly executed by the Consultant.
9.1.3 Losses are incurred because of defects, errors and omissions in the design, working drawings,
specifications or other documents prepared by the Consultant to the extent that the financial losses are
greater than the City would have originally paid had there not been defects, errors and omissions in the
documents.
9.2 The City may assert a claim against the Consultant's professional liability insurance as appropriate when
other remedies are not available or offered for design deficiencies discovered during and after Project
construction.
9.3 When the City incurs non-value added work costs for change orders due to design errors or omissions,the
City will send the Consultant a letter that includes:
(1) Summary of facts with supporting documentation;
(2) Instructions for Consultant to revise design documents, if appropriate, at Consultant's expense;
(3) Calculation of non-value added work costs incurred by the City; and
(4) Deadline for Consultant's response.
9.4 The Consultant may be required to revise bid documents and re-advertise the Project at the Consultant's
sole cost if, in the City's judgment, the Consultant generates excessive addenda, either in terms of the
nature of the revision or the actual number of changes due to the Consultant's errors or omissions.
9.5 The City may withhold or nullify the whole or part of any payment as detailed in Article II.
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ARTICLE X—CONSULTANT REMEDIES
10.1 If Consultant is delayed due to uncontrollable circumstances, such as strikes, riots, acts of God, national
emergency, acts of the public enemy, governmental restrictions, laws or regulations or any other causes
beyond Consultant's and City's reasonable control,an extension of the Project schedule in an amount equal
to the time lost due to such delay shall be Consultant's sole and exclusive remedy. The revised schedule
should be approved in writing with a documented reason for granting the extension.
10.2 If Consultant requests a remedy for a condition not specified above, Consultant must file a Claim as
provided in this Agreement.
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
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
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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 In case of litigation between the parties,Consultant and City agree that neither party shall be responsible for
payment of attorney's fees pursuant to any law or other provision for payment of attorneys' fees. Both
Parties expressly waive any claim to attorney's fees should litigation result from any dispute in this
Agreement.
11.4 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 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.
The City will not pay the fees of expert or technical assistance and consultants unless such employment,
including the rate of compensation, has been approved in writing by the City.
12.2 Ownership of Documents. Consultant agrees that upon payment, City shall exclusively own any and all
information in whatsoever form and character produced and/or maintained in accordance with,pursuant to
or as a result of this Agreement, including contract documents (plans and specifications), drawings and
submittal data. Consultant may make a copy for its files. Any reuse,without specific written verification or
adaptation by Consultant,shall be a City's sole risk and without liability or legal exposure to Consultant. 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.
12.3 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.
12.4 Licensing. Consultant shall be represented by personnel with appropriate licensure, registration and/or
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certification(s) at meetings of any official nature concerning the Project, including scope meetings, review
meetings, pre-bid meetings and preconstruction meetings.
12.5 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.
12.6 Disclosure of Interest. (Exhibit E) Consultant agrees to comply with City of Corpus Christi Ordinance No.
17112 and complete the Disclosure of Interests form as part of this contract.
12.7 Certificate of Interested Parties. (Exhibit F). Consultant agrees to comply with Texas Government Code
section 2252.908 and complete Form 1295 Certificate of Interested Parties as part of this agreement. Form
1295 requires disclosure of"interested parties"with respect to entities that enter contracts with cities that
exceed $50,000. These interested parties include:
(1) persons with a "controlling interest" in the entity, which includes:
a. an ownership interest or participating interest in a business entity by virtue of units,
percentage, shares, stock or otherwise that exceeds 10 percent;
b. membership on the board of directors or other governing body of a business entity of which
the board or other governing body is composed of not more than 10 members; or
c. service as an officer of a business entity that has four or fewer officers, or service as one of
the four officers most highly compensated by a business entity that has more than four officers; or
(2) a person who actively participates in facilitating a contract or negotiating the terms of a contract with
a governmental entity or state agency, including a broker, intermediary, adviser or attorney for the
business entity.
Form 1295 must be electronically filed with the Texas Ethics Commission at
https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm. The form must then be printed,
signed, notarized and filed with the City. For more information, please review the Texas Ethics Commission
Rules at https://www.ethics.state.tx.us/legal/ch46.html.
12.8 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
12.9 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.
12.10 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,
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.
12.11 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.
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CITY OF I I,,,t2 • LNV, I S /Aidie
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J.H. Ed onds, P.E. Dat Dan . Ley- -d;% er, P.E. Date
Director of Engineering Services Preside
- 801 Navigation, Cuite 300
RECO NDED Corpus Christi, TX 78408
(361)883-1984 Office
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Opera i g Dep.rtme t Date
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Office o Management and Budget Date
APPROVED AS TO LEGAL FORM
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Assistant City Attorney Date .
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for City Attorney •
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ATTEST '
a-k0--C,C,C- 4- Sie -3A(-
ebecca Huerta Date /4.,1
City Secretary
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Project Name Water and Wastewater Treatment On-.Call Support I
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Project Number E16264 4Y MOM--
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Contract Amount$600,000
SECIRfFARv
PARTIAL CERTIFICATION FOR$300,000 -
Accounting Unit 4093-062 for$242,988.61
Account 550950 •
•
Activity E16264014093EXP
Account Category 50950
Fund Name Water 2013 RVBD
Accounting Unit 4095-062 for$57.011.39
Account 550950
Activity E16264014095EXP .
Account Category 50950
Fund Name Water 2015 CIP
•
BALANCE TO CERTIFY WITH FY 2017 Wastewater CIP$300,000
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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 LNV, INC.
J.H. Edmonds, P. E. Date Dan S. Leyendecker, P.E. Date
Director of Engineering Services President
801 Navigation, Suite 300
Corpus Christi, TX 78408
(361) 883-1984 Office
RECOMMENDED
Operating Department Date
Master Services Agreement
Exhibit A
LNV
Solutions Today with a
engineers I architects surveyors Vision for Tomorrow
Exhibit B
City of Corpus Christi
Scope of Professional Services
Water and Wastewater Treatment On-Call Support, E16264
This project will include various task authorizations depending on the City's needs, which
represents the specific tasks that our team is authorized to perform in support of the City staff.
This project is intended to be a base 1-yr contract of$600,000 with two (2) optional 1-yr renewals
(each for $600,000/year). As described in RFQ No. 2016-01, Part B: Utility Projects, this project
allows the Engineer to supplement the City's staff with personnel and resources to assist with any
technical, operational, maintenance, diagnostic and design concerns. The Engineer shall assist
the City by performing the tasks outlined in this amendment at the request and under the direction
of the Utilities Department to ensure that the water and wastewater treatment objectives for the
City are being met in a cost-effective manner. All services provided under this contract will be on
an as-needed, on-call basis throughout the term of the agreement. Therefore, the services will be
delivered through various task authorizations that will be issued by the City and performed either
on a Time and Materials (T&M) or a lump sum basis. These task authorizations may vary
considerably in size and scope, which will be discussed between the City and the Engineer prior
to issuance. The Engineer will be responsible for preparing a detailed scope and anticipated fee
estimate for each task authorization and upon approval, a Notice-to-Proceed will be issued by the
City's appointed Program Manager to commence the work outlined in the task authorization.
This project also includes specific tasks that are necessary to deliver quality engineering services
that provide on-call support to the City's water and wastewater treatment operations, including
staffing, coordination of team sub-consultants, QA/QC of all task deliverables, document
management and distribution, task scheduling, invoicing, project status reporting, etc. Depending
on the specific needs of the City, there may also be a number of assigned Task Managers.
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LARGE NE AGREEMENT
AMEND.NO.1
EXHIBIT B
Page 1 of 12
801 NAVIGATION I SUITE 200 I CORPUS CHRISTI,TEXAS 78408
OFFICE 361.883.1984 I FAX 361.883.1986 WWW.LNVINC.COM
•
BASIC SERVICES (N/A)
ADDITIONAL SERVICES (ALLOWANCE OF $600,000/YR)
This section defines the scope of tasks for Additional Services that may be included for this
contract. However, the Engineer will not begin work on the tasks in this section without written
approval for the Director of Engineering Services. Upon receipt of written authorization, the
Engineer will perform the following Additional Services:
1. Project Management
2. Permitting and Regulatory
3. Electrical Support Services
4. Project Coordination
5. Condition Assessment
6. Capacity Assessment
7. Asset Management
8. Remedial Measures
9. General Engineering
SCHEDULE
The project is a 1-yr base contract of $600,000 with two (2) optional 1-yr renewals (each for
$600,000/year) as needed and authorized. The project schedule is completely dependent upon
the needs and requests of the City staff.
Activity Date
Anticipated Notice-to-Proceed September 7, 2016
Task Authorizations TBD
LARGE A/E AGREEMENT
AMEND.NO.1
EXHIBIT B
Page 2 of 3
•
FEES
Services will be provided on a Time and Materials(T&M) or a lump sum basis, which will be billed
through task authorizations. Negotiated fees will be authorized through multiple task authorizations
detailing the scope of work and the schedule for a total not-to-exceed contract amount, as shown
below.
Services Performed by Consultant Original Year 1 of 3 TOTAL
Contract Amd No. 1
Electrical Support(TA#1) $35,000 -- $35,000
Water/Wastewater Treatment On-Call Support -- $600,000* $600,000
TOTAL AUTHORIZED FEE $35,000 $600,000* $635,000
*Amount to be added annually for a maximum of three(3)years
For services provided on a T&M basis, monthly invoices will be provided by the Engineer based
on actual working hours and associated expenses at agreed upon hourly rates. The Director of
Engineering Services Department is responsible for approving task orders to the Engineer and
approving daily/weekly/monthly hours.The Engineer is required to submit a detailed and approved
man-hour breakdown accompanying with monthly invoices to Engineering Services for payment.
For services provided on a lump sum basis, monthly invoices will be provided by the Engineer
based on percent completion of the agreed-upon services. The Director of Engineering Services
Department is responsible for approving task orders to the Engineer and approving the percent
completion based on the anticipated fee and project schedule.The Engineer is required to submit
monthly invoices to Engineering Services for payment.
If you have any questions or if you would like to discuss in more detail, please feel free to call me
at 361-883-1984.
Sincerely,
LNV, Inc.
TBPE Firm No. F-366
Logan Burton, P.E.
PrincipalNice President
LARGE NE AGREEMENT
AMEND.NO.1
EXHIBIT B
Page 3 of 3
EXHIBIT B-1
CONFIDENTIAL RATE SCHEDULE
Rate sheets are confidential pursuant to section 552.104 of the Texas Government Code since
release of this information would give advantage to a competitor or bidder. In addition, section
552.110 of the TX Govt. Code protects third party commercial and financial information if release of
the information would cause the third party substantial competitive harm.
DOCUMENTATION OF PROVISIONAL / OVERHEAD RATES: Overhead rate documentation has
been provided to the City of Corpus Christi and was utilized in reviewing and approving the loaded
hourly rates below.
PRINCIPAL(S): HOURLY RATE ($/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
Sample form for.
COMPLETE PROJECT NAME Payment Request
Revised 0727100
Project No.XXXX
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 $1,000 $0 $0 $1,000 $0 $1,000 $1,000 100%
Design Phase 2,000 1,000 0 3,000 1,000 500 1,500 50%
Bid Phase 500 0 250 750 0 0 0 0%
Construction Phase 2,500 0 1,000 3,500 0 0 0 0%
Subtotal Basic Services $8,000 $1,000 $1,250 $8,250 $750 $1,500 $2,500 30%
Additional Services:
Permitting $2,000 $0 $0 $2,000 $500 $0 $500 25%
Warranty Phase 0 1,120 0 1,120 0 0 0 0%
Inspection 0 0 1,627 1,627 0 0 0 0%
Platting Survey TBD TBD TBD TBD TBD TBD TBD 0%
0&M Manuals TBD TBD TBD TBD TBD TBD TBD 0%
SCADA TBD TBD TBD TBD TBD TBD TBD 0%
Subtotal Additional Services $2,000 $1,120 $1,627 $4,747 $500 $0 $500 11%
Summary of Fees
Basic Services Fees $6,000 $1,000 $1,250 $8,250 $750 $1,500 $2,500 30%
Additional Services Fees 2,000 1,120 1,627 4,747 500 0 500 11%
Total of Fees $8,000 $2,120 $2,877 $12,997 $1,250 $1,500 $3,000 23%
Master Services Agreement
Exhibit C
, SUPPLIER NUMBER
y,
I
TO BE ASSIGNED BY CII Y
- PURCHASING DIVISION
City of CITY OF CORPUS CHRISTI
Corpus DISCLOSURE OF INTEREST
Christi
City of Corpus Christi Ordinance 17112, as amended, requires all persons or firms seeking to do
business with the City to provide the following information. Every question must be answered.
If the question is not applicable, answer with "NA". See reverse side for Filing Requirements,
Certifications and definitions.
COMPANY NAME: LNV, Inc.
P. O.BOX:
STREET ADDRESS: 801 Navigation,Suite 300 CITY: Corpus Christi ZIP: 78408
FIRM IS: 1, Corporation ® 2. 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°o or more of the ownership in the above named"firm."
Name Job Title and City Department(if known)
4fr
2. State the names of each`official"of the City of Corpus Christi having an"ownership interest"
constituting 3°0 or more of the ownership in the above named"firm."
Name ,f
3. State the names of each "board member" of the City of Corpus Christi having an "ownership
interest"constituting 3°0 or more of the ownership in the above named"firm."
Name Board,Commission or Committee
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°0 or more of the ownership in the above named"firm."
Name Consultant
I
• •
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: Dan S.Leyendecker, i E. Title: President
(Type or Print)
1pir
Signature of Certifyin / , / Date: -44
Person: g .f► i� 0�. . ��..r� /2/�
EFINITIONS
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.
CERTIFICATE OF INTERESTED PARTIES FORM 1295
1 of 1
Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY
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. 2016-79534
LNV,Inc.
Corpus Christi,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 07/05/2016
being filed.
City of Corpus Christi,Texas Date,Acknowledged:
9-(4/161 ,
3 Provide the identification number used by the governmental entity or state agency to track or identify the ontract,and provide a
description of the services,goods,or other property to be provided under the contract.
E16264-Wtr/WWT On-Call Support
Professional engineering,architectural,and/or surveying services
Nature of interest
4 Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling 1 Intermediary
Leyendecker,Dan Corpus Christi,TX United States X
Naiser,Derek San Antonio,TX United States X
Viera,Robert Corpus Christi,TX United States X
Trejo,Eric Corpus Christi.TX United States X
5 Check only if there is NO Interested Party. ❑
6 AFFIDAVIT I swear,or affirm,under enalty of perjury that th above disclosure is true and correct.
.`""""'. TANYA LACHELLE MAILS
::v. :Notary Public,State of Texas
;•. :;= Comm.Expires 03-30-2020 n G 4....---)(.
WOW Notary ID 11712738 !
ignature of authorized agent of contracting business entity
AFFIX NOTARY STAMP/SEAL ABOVE /
Sw. n�°and subscribed before me,by the said ,10-12/2/0- M,
1 N r ,this the 5- day ofk }�) __
20 9 ,to certify which,witness my hand and seal of office.
/ / ' ./ dr- T�jf L h � Nr
ignatur 'o o •d roistering oath Printed name of fficer administering oath Title of officer administering th
-.rms provide. sy Texas Ethics Commission www.et//hics.state.tx.us Version V1.0.1021
CERTIFICATE OF INTERESTED PARTIES FORM 1295
1 of 1.
Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY
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. 2016-79534
LNV,Inc.
Corpus Christi,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 07/05/2016
being filed.
City of Corpus Christi,TexasDate Ackno lleryedg�ed::14'1Co
3 Provide the identification number used by the governmental entity or state agency to track or identify the ontract,and provide a
description of the services,goods,or other property to be provided under the contract.
E16264-Wtr/'MNT On-Call Support
Professional engineering,architectural,and/or surveying services
Nature of interest
4 Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling I Intermediary
Leyendecker,Dan Corpus Christi,TX United States X
Naiser,Derek San Antonio,TX United States X
Viera,Robert Corpus Christi,TX United States X
Trejo,Eric Corpus Christi,TX United States X
5 Check only if there is NO Interested Party.
6 AFFIDAVIT I swear,or affirm,under.-nalty of perjury,that th above disclosure is true and correct.
*,00,77.,",,,, TANYA LACHELLE SWAILS
t:. y Public,State of Texas /J
dao' fir,_Notary;ot``'� /
; •� Comm.Expires 03-30 2020 �v �
ID 11112135
;ry° Notary ignature of authorized agent of contracting business entity
Sw.AFF
l n NOTARY and subscribed before me,by the said J, +
�za-A ,this the (5-- day oteg
20 ,to certify which,witness my hand and seal of office.
i
/ � .�. L
4 , ignatur= . o r.d r roistering oath Printed name of er administering oath Title of officer administering th
i�
.rms provide'' y Texas Ethics Commission www.ethics.state.tx.us Version V1.0.1021
I