HomeMy WebLinkAboutC2016-387 - 9/20/2016 - Approved I t
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CITY OF CORPUS CHRISTI
MASTER SERVICES AGREEMENT FOR PROFESSIONAL SERVICES
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 Tom Niskala of Corpus Christi, Texas (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 6
ARTICLE IX OWNER REMEDIES 6
ARTICLE X CONSULTANT REMEDIES 7
ARTICLE XI CLAIMS AND DISPUTE RESOLUTION 7
ARTICLE XII MISCELLANEOUS PROVISIONS 8
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
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2016-387
9/20/16
•
M2016-109
Tom Niskala
INDEXED
,
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 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 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 subconsultants 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 $48,620.00.
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
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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 $48,620.00
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). In the event that the City retains a separate consultant to perform additional QCP services for
the City, the Consultant will provide all necessary information to the City, address any comments from
the City's consultant and provide resolution to the City's satisfaction.
3.2 The Consultant will perform QCP Reviews at intervals during the design phase to ensure plans,
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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.
The Consultant will perform constructability reviews, using persons with construction experience, at
3.3 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 is required per Exhibit E.
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
5.1 This Agreement shall be effective upon the signature of the City Manager or designee (Effective Date).
5.2 This Agreement shall be applicable to Task Order issued hereunder from the Effective Date of the
Agreement until project is complete.
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5.3 The parties may extend or renew this Agreement, with or without changes, by written instrument
establishing a new term.
5.4 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.
ARTICLE VII -TERMINATION OF AGREEMENT
6.1 By Consultant:
6.1.1 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.
6.1.2 The Consultant must follow the Termination Procedure outlined in this Agreement.
6.2 By City:
6.2.1 The City may terminate this agreement for convenience upon seven days written notice to the
Consultant at the address of record.
6.2.2 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.
6.3 Termination Procedure
6.3.1 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.
6.3.2 Consultant shall submit all completed and/or partially completed work under this Agreement,
including but not limited to specifications, designs, plans and exhibits.
6.3.3 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.
6.3.4 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.
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ARTICLE VIII — RIGHT OF REVIEW AND AUDIT
7.1 Consultant grants City, or its designees, the right to audit, examine or inspect, at City's election, all of
Consultant's records relating to the performance of the Work under this Agreement, during the term of this
Agreement and retention period herein. The audit, examination or inspection may be performed by a City
designee, which may include its internal auditors or an outside representative engaged by City. Consultant
agrees to retain its records for a minimum of four(4) years following termination of the Agreement, unless there
is an ongoing dispute under this Agreement, then such retention period shall extend until final resolution of the
dispute.
7.2 "Consultant's records" include any and all information, materials and data of every kind and character
generated as a result of the Work under this Agreement. Examples include billings, books, general ledger, cost
ledgers, invoices, production sheets, documents, correspondence, meeting notes, subscriptions, agreements,
purchase orders, leases, contracts, commitments, arrangements, notes, daily diaries, reports, drawings,
receipts, vouchers, memoranda, time sheets, payroll records, policies, procedures, federal and state tax filings
for issue in questions and any and all other agreements, sources of information and matters that may, in City's
judgment, have any bearing on or pertain to any matters, rights, duties or obligations under or covered by any
Agreement Documents.
7.3 City agrees that it shall exercise the right to audit, examine or inspect Consultant's records only during
City's regular business hours. Consultant agrees to allow City's designee access to all of Consultant's records,
Consultant's facilities and Consultant's current or former employees, deemed necessary by City or its
designee(s), to perform such audit, inspection or examination. Consultant also agrees to provide adequate and
appropriate work space necessary to City or its designees to conduct such audits, inspections or examinations.
7.4 Consultant shall include this audit clause in any subcontractor, supplier or vendor contract.
ARTICLE IX—OWNER REMEDIES
8.1 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:
8.1.1 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;
8.1.2 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.
8.1.3 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.
8.2 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.
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8.3 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.
8.4 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.
8.5 The City may withhold or nullify the whole or part of any payment as detailed in Article II.
ARTICLE X—CONSULTANT REMEDIES
9.1 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.
9.2 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
10.1 Filing of Claims
10.1.1 Claims arising from the circumstances identified in this Agreement or other occurrences or events,
shall be made by Written Notice delivered by the party making the Claim to the other party within twenty-
one (21) calendar days after the start of the occurrence or event giving rise to the Claim and stating the
general nature of the Claim.
10.1.2 Every Claim of Consultant, whether for additional compensation, additional time or other relief,
shall be signed and sworn to by a person authorized to bind the Consultant by his/her signature, verifying
the truth and accuracy of the Claim.
10.1.3 The responsibility to substantiate a claim rests with the party making the Claim.
10.1.4 Within thirty (30) calendar days of receipt of notice and supporting documentation, City will meet
to discuss the request, after which an offer of settlement or a notification of no settlement offer will be
sent to Consultant. If Consultant is not satisfied with the proposal presented, Consultant will have thirty
(30) calendar days in which to (i) submit additional supporting data requested by the City, (ii) modify the
initial request for remedy or(iii) request Alternative Dispute Resolution.
10.1.5 Pending final resolution of a claim, except as otherwise agreed in writing, Consultant shall
proceed diligently with performance of the Agreement and City shall continue to make payments in
accordance with this Agreement.
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10.2 Alternative Dispute Resolution
10.2.1 All negotiations pursuant to this clause are confidential and shall be treated as compromise and
settlement negotiations for purposes of applicable rules of evidence.
10.2.2 Before invoking mediation or any other alternative dispute resolution (ADR) process set forth
herein, the Parties agree that they shall first try to resolve any dispute arising out of or related to this
Agreement through discussions directly between those senior management representatives within their
respective organizations who have overall managerial responsibility for similar projects.
This step shall be a condition precedent to the use of any other ADR process. If the parties' senior
management representatives cannot resolve the dispute within thirty (30) calendar days after a Party
delivers a written notice of such dispute, then the Parties shall proceed with the mediation ADR process
contained herein.
10.2.3 Mediation
10.2.3.1 In the event that City or Consultant shall contend that the other has committed a material
breach of this Agreement, the Party alleging such breach shall, as a condition precedent to filing
any lawsuit, request mediation of the dispute.
10.2.3.2 Request for mediation shall be in writing,and shall request that the mediation commence
no less than thirty (30) or more than ninety (90) calendar days following the date of the request,
except upon agreement of both parties.
10.2.3.3 In the event City and Consultant are unable to agree to a date for the mediation or to
the identity of the mediator or mediators within thirty (30) calendar days of the request for
mediation, all conditions precedent in this Article shall be deemed to have occurred.
10.2.3.4 The parties shall share the mediator's fee. Venue for any mediation or lawsuit arising
under this Agreement shall be Nueces County,Texas. Any agreement reached in mediation shall
be enforceable as a settlement agreement in any court having jurisdiction thereof. No provision
of this Agreement shall waive any immunity or defense. No provision of this Agreement is a
consent to suit.
10.3 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.
10.4 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
11.1 Use of Local Expertise/ Local Professional Participation. The City Council's stated policy is that City
expenditures on contracts for professional services be of maximum benefit to the local economy.
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11.2 Assignability. The Consultant will not assign, transfer or delegate any of its obligations or duties in this
Agreement to any other person without the prior written consent of the City, except for routine duties
delegated to personnel of the Consultant staff. If the Consultant is a partnership, then in the event of the
termination of the partnership, this contract will inure to the individual benefit of such partner or partners
as the City may designate. No part of the Consultant fee may be assigned in advance of receipt by the
Consultant without written consent of the City.
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.
11.3 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.
11.4 Standard of Care. Services provided by Consultant under this Agreement shall be performed with the
professional skill and care ordinarily provided by competent engineers or architects practicing in the same
or similar locality and under the same or similar circumstances and professional license; and performed
as expeditiously as is prudent considering the ordinary professional skill and care of a competent
engineer or architect.
11.5 Licensing. Consultant shall be represented by personnel with appropriate licensure, registration and/or
certification(s)at meetings of any official nature concerning the Project, including scope meetings, review
meetings, pre-bid meetings and preconstruction meetings.
11.6 Entire Agreement. This Agreement, including Task Orders, represents the entire and integrated
Agreement between City and Consultant and supersedes all prior negotiations, representations or
agreements, either oral or written. This Agreement may be amended only by written instrument signed
by both the City and Consultant.
11.7 Disclosure of Interest. (Exhibit D) Consultant agrees to comply with City of Corpus Christi Ordinance
No. 17112 and complete the Disclosure of Interests form as part of this contract.
11.8 Certificate of Interested Parties. (Exhibit E). 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
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(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.
11.9 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
11.10 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.
11.11 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.
11.12 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.
CITY OF CORPUS CH' TI 2TOM NISKALA
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J.H. monds, P. E. (Da e) Tom Niskala (Date)
Director of Engineering Services 239 Circle Drive
Corpus Christi 78411
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APPROVED AS TO LEGAL FORM
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ssistant City Attorney (Date)
for City Attorney
ATTEST
,C1,C'^"t-(1.'4--C i'l,C%
Re ecca Huerta, City Secretary
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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 TOM NISKALA
J.H. Edmonds, P. E. (Date) Tom Niskala (Date)
Director of Engineering Services 239 Circle Drive
Corpus Christi 78411
RECOMMENDED
Operating Department (Date)
Master Services Agreement
Exhibit A
MEMORANDUM
To: Jeff H. Edmonds, P.E., Director of Engineering Services
From: Tom Niskala
Date: August 29, 2016
Subject: Proposal to provide Professional Services
Professional Services have been provided by Tom Niskala over the past year to
execute, administer and oversee City of Corpus Christi projects funded by the Texas
Department of Transportation (TxDOT) and the Metropolitan Planning Organization
(MPO). These projects include street improvements, hike and bike trails, feasibility
studies, the Harbor Bridge Project and other transportation related initiatives.
It is proposed that these services continue to be provided to the City of Corpus Christi
by Tom Niskala under the direction of the Director of Engineering Series and/or the
Executive Director of Public Works or their designee - until such projects are complete.
The services will be provided at a billable rate of$85/hour, with 22 weekly hours on
average anticipated over a six-month period not to exceed $48,620.00. Hours will vary
as projects are completed or as projects enter various phases. Services will include
project management of the Island Access and Travel Demand Model feasibility studies
which are in their initial phases. As the Harbor Bridge Project activity escalates it is also
anticipated that the demand for project involvement will increase.
Upon approval, billings will be submitted on a weekly basis or a billing cycle as directed.
Upon approval, certification of the required insurance will be provided.
This agreement will remain in effect for a period of six-months effective upon execution
by the City of Corpus Christi and may be renewed for two subsequent six-month
periods.
Effective Date:
Approved by:
Exhibit B
Page 1 of 1
EXHIBIT B-1
CONFIDENTIAL RATE SCHEDULE
Rate sheets are confidential pursuant to section 552.104 of the Texas Government Code since
release of this information would give advantage to a competitor or bidder. In addition, section
552.110 of the TX Govt. Code protects third party commercial and financial information if release of
the information would cause the third party substantial competitive harm.
DOCUMENTATION OF PROVISIONAL/ OVERHEAD RATES: Overhead rate documentation has
been provided to the City of Corpus Christi and was utilized in reviewing and approving the loaded
hourly rates below.
PRINCIPAL(S): HOURLY RATE ($/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
Basic Services:
Preliminary Phase
Design Phase
Bid Phase
Report Phase
Construction Phase
Subtotal Basic Services
Additional Services:
Permitting
Warranty Phase
Inspection
Platting Survey
Reporting
O & M Manuals
SCADA
Subtotal Additional Services
Summary of Fees
Basic Services Fees
Additional Services Fees
Total of Fees
PROJECT NAME
Project No. EXXXXX
Invoice No. 12345
Invoice Date:
Total Amount Previous Total Percent
Contract Amd No. 1 Amd No. 2 Contract Invoiced Invoice Invoice Complete
$0
$0
$0
$0
$0
$0
$0
0%
0
o
0
0
$0
0
0
0%
0
0
0
0
0
0
0
0%
0
0
0
0
0
0
0
0%
0%
o
0
0
0
0
0
0
$0
$0
$0
$0
$0
$0
$0
0%
$0
$0
$0
$0
$0
$0
$0
0%
0
0
0
0
0
0
0
0%
0
0
0
0
0
0
0
0%
0
0
0
0
0
0
0
0%
0
0
0
0
0
0
0
0%
TBD
TBD
TBD
TBD
TBD
TBD
0
0%
TBD
TBD
TBD
TBD
TBD
TBD
TBD
0%
$0
$0
$0
$0
$0
$0
$0
0%
$0
$0
$0
$0
$0
$0
$0
0%
0
0
0
0
0
0
0
0%
$0
$0
$0
$0
$0
$0
$0
0%
aaSUPPLIER NUMBER
TO BE ASSIGNED BY CITY
- 2= PURCHASING DIVISION
City of CITY OF CORPUS CHRISTI
City of
Corpus DISCLOSURE OF INTEREST
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: T hilo�A� A• s4-A
P.O.BOX:
c 09.W> ZIP: Z S 4r�\
STREET ADDRESS: Z, S� a
C-�R.LL�`cVQ. CITY: Q,�+9-�
FIRM IS: 1. Corporation 2. Partnership 3.. Sole Owner 15(
4. Association 5. Other
DISCLOSURE QUESTIONS
If additional space is necessary,please use the reverse side of this page or attach separate sheet.
1. State the names of each `employee" of the City of Corpus Christi having an "ownership interest"
constituting 3%or more of the ownership in the above named"firm."
Name ,i A Job Title and City Department(if known)
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."
NamN/A
Title
3. State the names of each"board member"of the City of Corpus Christi having an"ownership interest"
constituting 3%or more of the ownership in the above named"firm."
Name Board,Commission or Committee
Co'\ '+va+,"A NkrcANc+ � gNypoaeTOMVI, 41stk9lir►:i
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 e above named"firm."
Name //n Consultant
Exhibit D
Page 1 of 2
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: Title:
(Type or Print)
Signature of Certifying Q.,.Q.,. Date: eb ,38 . 1 le
Person:
DEFINITIONS
a. "Board member." A member of any board, commission, or committee appointed by the City
Council of the City of Corpus Christi,Texas.
b. "Economic benefit". An action that is likely to affect an economic interest if it is likely to have an
effect on that interest that is distinguishable from its effect on members of the public in general or a
substantial segment thereof.
c. "Employee." Any person employed by the City of Corpus Christi, Texas either on a full or part-
time basis,but not as an independent contractor.
d. "Firm." Any entity operated for economic gain,whether professional,industrial or commercial,and
whether established to produce or deal with a product or service,including but not limited to,entities
operated in the form of sole proprietorship, as self-employed person, partnership, corporation,joint
stock company,joint venture, receivership or trust, and entities which for purposes of taxation are
treated as non-profit organizations.
e. "Official." The Mayor, members of the City Council, City Manager, Deputy City Manager,
Assistant City Managers,Department and Division Heads,and Municipal Court Judges of the City of
Corpus Christi,Texas.
f. "Ownership Interest." Legal or equitable interest, whether actually or constructively held, in a
firm, including when such interest is held through an agent, trust, estate, or holding entity.
"Constructively held" refers to holdings or control established through voting trusts, proxies, or
special terms of venture or partnership agreements."
g. "Consultant."Any person or firm, such as engineers and architects, hired by the City of Corpus
Christi for the purpose of professional consultation and recommendation.
Exhibit D
Page 2 of 2
EXHIBIT E
Insurance Requirements
Staff Augmentation Contracts
1.1 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.
1.2 Consultant must furnish to the Director of Engineering Services with the signed
agreement a copy 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,
required on all certificates or by
applicable policy endorsements
Commercial General Liability including: Bodily Injury/ Property Damage
1. Commercial Broad Form
2. Premises— Operations $250,000 /$100,000
3. Products/ Completed Operations
4. Contractual Liability
5. Independent Contractors
6. Personal Injury-Advertising Injury
1.3 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.
1.4 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
1 Rev 09/16
EXHIBIT E
Page 1 of 3
•
is required to provide City with renewal Certificates.
1.5 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
1.6 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:
1.6.1 List the City and its officers, officials, employees 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;
1.6.2 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;
1.6.3 Workers' compensation and employers' liability policies will provide a
waiver of subrogation in favor of the City; and
1.6.4 Provide thirty (30) calendar days advance written notice directly to City of
any suspension, cancellation or non-renewal of coverage, and not less
than ten (10) calendar days advance written notice for nonpayment of
premium.
1.7 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.
1.8 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
2 Rev 09/16
EXHIBIT E
Page 2 of 3
•
hereof.
1.9 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.
1.10 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.
1.11 It is understood and agreed that the insurance required is in addition to and
separate from any other obligation contained in this agreement.
3 Rev 09/16
EXHIBIT E
Page 3of3
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. 2016-105550
Thomas A. Niskala
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 08/29/2016
being filed.
City of Corpus Christi Date ck owledged:�
3 Provide the identification number used by the governmental entity or state agency to track or identify the contr ct,and provide a
description of the services,goods,or other property to be provided under the contract.
E15120
Professional services
Nature of interest
4
Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling Intermediary
5 Check only if there is NO Interested Party.
X
6 AFFIDAVIT I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct.
f dm I IN PR /IA_ ir
�IIIMIIIr
+. BBY
Att►+'ry - BOCARROLLHARiWD,JR a
*: MY COMMISSION EXPIRES �c1,,,___ I,.�
s :" IN -C-.._.
t,: December 5,2418
Signature of authorized agent of contracting business entity
AFFIX NOTARY STAMP/SEAL ABOVE
Sworn to and subscribed before me,by the said MTh
+^ .J NI / S KCA (a ,this the 3O+L' day of AV'{jf'St
20 )(L. ,to certify which,witness my hand and seal of office. �J
1- HORA 10//&r M��4 es
nature f
i.e) )5�M C
officer ad isterin oath„..,stcoPrinted name of officer administering oath Title of officer adminis mg oath
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.277
CITY OF CORPUS CHRISTI
CERTIFICATION OF FUNDS
(City Charter Article IV, Sections 7 & 8)
I, the Director of Financial Services of the City of Corpus Christi, Texas (or his/her duly authorized
representative), hereby certify to the City Council and other appropriate officers that the money required
for the current fiscal year's portion of the contract, agreement, obligation or expenditure described
below is in the Treasury to the credit of the Fund specified below, from which it is to be drawn, and has
not been appropriated for any other purpose. Future payments are subject to annual appropriation
by the City Council.
City Council Action Date: 9/20/2016
Agenda Item:
Motion authorizing the City Manager, or designee, to execute the Professional Services Agreements
(PSAs) totaling in the amount of $994,578 to provide necessary staff augmentation in support of
executing the Bond and CIP programs.
Amount Required: $48,620 for Tom Naskala
Fund Name Accounting Unit Account Activity No. Amount
No.
Water 2012A Bd 2012 4092-041 50950 170371-01-4092-EXP 5,000
Street 2015 Bd 2014 3551-051 50950 El 3093-01-3551-EXP 5,000
Street 2015 Bd 2014 3551-051 50950 E13096-01-3551-EXP 5,000 v
Street 2015 Bd 2014 3551-051 50950 E15098-01-3551-EXP 5,000
Street 2015 Bd 2014 3551-051 50950 E15105-01-3551-EXP 5,000 /
Street 2015 Bd 2014 3551-051 50950 E15107-01-3551-EXP 5,000 ,'
Street 2015 Bd 2014 3551-051 50950 E15113-01-3551-EXP 5,000 f
Street 2015 Bd 2014 3551-051 50950 E15155-01-3551-EXP 5,000 ,/
Street 2015 Bd 2014 3551-051 50950 E15205-01-3551-EXP 5,000
Street 2015 Bd 2014 3551-051 50950 E15226-01-3551-EXP 3,620 -"
Total 48,620
❑ Certification Not Required y9O /la
Director of Financial Services
Date: