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C2016-491 - 10/12/2016 - NA
r • • r • CITY OF CORPUS CHRISTI CONTRACT FOR PROFESSIONAL SERVICES FOR PROJECT E16404 SUBSURFACE UTILITY ENGINEERING (SUE) SPECIFICATIONS 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 (Director) and LJA Engineering, Inc.. a Texas corporation, 820 Buffalo Street, Corpus Christi, Nueces County, Texas 78401, (Consultant),hereby agree as follows: TABLE OF CONTENTS ARTICLE NO. TITLE PAGE ARTICLE I SCOPE OF SERVICES 2 ARTICLE II QUALITY CONTROL 2 ARTICLE III COMPENSATION 3 ARTICLE IV TIME AND PERIOD OF SERVICE 4 ARTICLE V OPINIONS OF COST 5 ARTICLE VI INSURANCE REQUIREMENTS 5 ARTICLE VII INDEMNIFICATION 5 ARTICLE VIII TERMINATION OF AGREEMENT 6 ARTICLE IX RIGHT OF REVIEW AND AUDIT 6 ARTICLE X OWNER REMEDIES 7 ARTICLE XI CONSULTANT REMEDIES 8 ARTICLE XII CLAIMS AND DISPUTE RESOLUTION 8 ARTICLE XIII MISCELLANEOUS PROVISIONS 9 EXHIBITS 2016-491 10/12/16 Page 1 Rev.07n6 E16404 SUBSURFACE UTILITY ENGINEERING SPECIFICATIONS SUE12016 0718 CONTRACT PROFESSIONAL SERVICES.000 LJA Engineering Inc. INDEXED f • 2 • ARTICLE I—SCOPE OF SERVICES 1.1 The Consultant shall provide to Engineering Services its Scope of Services,to be incorporated herein and attached to this Agreement as Exhibit A. 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 that would normally be required by law or common due diligence in accordance with the standard of care defined in Article XIII of this Agreement. 1.2 Consultant shall comply with City standards,as specified in the Unified Development Code(UDC)or Code of Ordinances at the time of the execution of the contract,throughout the duration of the Project,unless specifically and explicitly excluded from doing so in the approved Scope of Services attached as Exhibit A. A request made by either party to deviate from City standards after the contract is executed must be in writing. 1.3 Consultant shall provide labor,equipment and transportation necessary to complete all services agreed to hereunder 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 subconsultant and the%of work performed by subconsultant. Changes in Consultant's team that provides services under this Agreement must be agreed to by the City in writing. 1.4 Consultant shall not begin work on any phase/task authorized under this Agreement until they are briefed on the scope of the Project and are notified in writing to proceed. If the scope of the Project changes, either Consultant or City may request a review of the changes with an appropriate adjustment in compensation. 1.5 Consultant will provide monthly status updates(project progress or delays)in the format requested by the City with each monthly invoice. 1.6 For design services,Consultant agrees to render the professional services necessary for the advancement of the Project through Final Completion of the Construction Contract. Consultant acknowledges and accepts its responsibilities,as defined and described in City's General Conditions for Construction Contracts,excerpt attached as-Exhibit 1.6.1 The Consultant agrees to serve as the City's Designer as defined in the General Conditions and will consult and advise the City on matters related to the Consultant's Scope of Services during the performance of the Consultant's services. 1.6.2 The Consultant agrees to prepare plans,specification, bid and contract documents and to analyze bids and evaluate the documents submitted by bidders in order to make an informed, written recommendation to City concerning the responsibilities of the lowest bidders. In determining a bidder's responsibilities,factors considered include,without limitation,the bidder's experience,capacity,supervision, ability to maintain project budget and schedule, past performance and safety record. ARTICLE II—QUALITY CONTROL 2.1 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. 2.2 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 the Opinion of Probable Cost (OPC), as needed. Page 2 Rev.07116 K:IENGINEERING DATAEXCHANGEVWGIEMISTORM WATER1E16104 SUBSURFACE UTILITY ENGINEERING SPECIFICATIONS SUE12018 0718 CONTRACT PROFESSIONAL SERVICES.000 I . I . 2.3 Final construction documents that do not meet City standards may be rejected. Consultant will not be compensated for having to resubmit documents. ARTICLE III—COMPENSATION 3.1 The Compensation for all services(Basic and Additional) included in this Agreement and in the Scope of Services for this Agreement shall not exceed $4,667.72. 3.2 The Consultant's fee will be on a lump sum or time and materials(T&M)basis as detailed in Exhibit A and will be full and total compensation for all services and for all expenses incurred in performing these services. Consultant shall submit a Rate Schedule, ,with their proposal. City and Consultant agree that the Rate Schedule is considered confidential information that may be excluded from public disclosure under Texas Government Code Chapter 552 as determined by the Texas Attorney General. 3.3 The Consultant agrees to complete the Scope of Services in accordance with the approved project schedule and budget as defined in Exhibit A, including completing the work in phases defined therein.. 3.4 The Director of Engineering Services may request the Consultant to undertake additional services or tasks provided that no increase in fee is required. Services or tasks requiring an increase of fee will be mutually agreed and evidenced in writing as an amendment to this contract. Consultant shall notify the City within three(3)days of notice if tasks requested requires an additional fee. 3.5 Monthly invoices will be submitted in accordance with the Payment Request as shown in Exhibit B. Each invoice will include the Consultant's estimate of the proportion of the contracted services completed at the time of billing. For work performed on a T&M Basis,the invoice shall include documentation that shows who worked on the Project, the number of hours that each individual worked, the applicable rates from the Rate Schedule and any reimbursable expenses associated with the work. City will make prompt monthly payments in response to Consultant's monthly invoices. 3.6 Principals may only bill at the agreed hourly rate for Principals (as defined in the Rate Schedule) when acting in that capacity. Principals acting in the capacity of staff must bill at applicable staff rates. 3.7 Consultant certifies that title to all services covered by a Payment Request shall pass to City no later than the time of payment. Consultant further certifies that, upon submittal of a Payment Request,all services for which Payment Requests have been previously issued and payments received from City shall,to the best of Consultant's knowledge,information and belief,be free and clear of liens,claims,security interests or encumbrances in favor of Consultant or other persons or entities making a claim by reason of having provided labor or services relating to this Agreement. CONSULTANT SHALL INDEMNIFY AND HOLD CITY HARMLESS FROM ANY LIENS,CLAIMS, SECURITY INTERESTS OR ENCUMBRANCES FILED BY ANYONE CLAIMING BY,THROUGH OR UNDER THE ITEMS COVERED BY PAYMENTS MADE BY CITY TO CONSULTANT. 3.8 The final payment due hereunder shall not be paid until all reports, data and documents have been submitted, received, accepted and approved by City. Final billing shall indicate "Final Bill — no additional compensation is due to Consultant." 3.9 City may withhold compensation to such extent as may be necessary,in City's opinion,to protect City from damage or loss for which Consultant is responsible, because of: 3.9.1 delays in the performance of Consultant's work; 3.9.2 failure of Consultant to make payments to subconsultants or vendors for labor, materials or equipment; Page 3 Rev.07/16 KiENGINEERING OATAEXCMANGEVINGIEMISTORM WATER1E18404 SUBSURFACE UTILITY ENGINEERING SPECIFICATIONS SUE12018 0718 CONTRACT PROFESSIONAL SERVICES.DOC 3.9.3 damage to City; or 3.9.4 persistent failure by Consultant to carry out the performance of its services in accordance with this Agreement. 3.10 When the above reasons for withholding are removed or remedied by Consultant, compensation of the amount withheld shall be made within 30 days. City shall not be deemed in default by reason of withholding compensation as provided under this Agreement. 3.11 In the event of any dispute(s) between the Parties regarding the amount properly compensable for any phase 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 as required by the terms of this Agreement, any such claim shall be waived. 3.12 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. 3.13 All funding obligations of the City under this Agreement are subject to the appropriation of funds in its annual budget. The City may direct the Consultant to suspend work pending receipt and appropriation of funds. ARTICLE IV—TIME AND PERIOD OF SERVICE 4.1 This Agreement shall be effective upon the signature of the City Manager or designee(Effective Date). 4.2 approved-ehaRges7 4.3 The Consultant agrees to begin work on those authorized Services for this contract upon receipt of the Notice to Proceed from the Director of Engineering Services. Work will not begin on any phase or any Additional Services until requested in writing by the Consultant and written authorization is provided by the Director of Engineering Services. 4.4 Time is of the essence for this Agreement. Consultant shall perform and complete its obligations under this Agreement in a prompt and continuous manner so as to not delay the Work for the Project,in accordance with the schedules approved by City. The Consultant and City are aware that many factors may affect the Consultant's ability to complete the services to be provided under this agreement. The Consultant must notify the City within three business days of becoming aware of a factor that may affect the Consultant's ability to complete the services hereunder. 4.5 City shall perform its obligations of review and approval in a prompt and continuous manner so as to not delay the project. 4.6 This Agreement shall remain in force for a period which may reasonably be required for completion of the Project, including any extra work and any required extensions thereto, unless terminated as provided for in this Agreement. For construction design services, "completion of the Project" refers to acceptance by the City of the construction phase of the Project, i.e., Final Completion. Page 4 Rev.07/16 KIENGINEERING DATAEXCHANGEWANGIEMIISTORM WATERAE16404 SUBSURFACE UTILITY ENGINEERING SPECIFICATIONS SUE\2016 0718 CONTRACT PROFESSIONAL SERVICES.DOC 4 • ARTICLE V—OPINIONS OF COST 5.1 The Opinion of Probable Cost(OPC) is computed by the Consultant and includes the total cost for construction of the Project. 5.2 The OPC does not include the cost of the land, rights-of-way or other costs which are the responsibility of the City. 5.3 Since Consultant has no control over a construction contractor's cost of labor, materials or equipment, or over the contractor's methods of determining prices, or over competitive bidding or market conditions, Consultant's opinions of probable Project Cost or Construction Cost provided herein are to be made on the basis of Consultant's experience and qualifications and represent Consultant's best judgment as a design professional familiar with the construction industry, but Consultant cannot and does not guarantee proposals, bids or the construction cost shall not vary from the OPC prepared by Consultant. 5.4 The OPC must be validated and/or updated with each deliverable. If construction bids exceed the OPC, the Consultant will redesign the project to be consistent with the OPC at no additional cost to City. ARTICLE VI—INSURANCE REQUIREMENTS 6.1 Consultant must not commence work under this Agreement until all insurance required has been obtained and such insurance has been approved by the City. Consultant must not allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. 6.2 Insurance Requirements are shown in EXHIBIT C. ARTICLE VII—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 Page 5 Rev.07/16 KIENGINEERING DATAEXCHANGEW4GIEMISTORM WATER1E18404 SUBSURFACE UTILITY ENGINEERING SPECIFICATIONS SUE12018 0718 CONTRACT PROFESSIONAL SERVICES.DOC ARTICLE VIII—TERMINATION OF AGREEMENT 8.1 By Consultant: 8.1.1 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. 8.1.2 The Consultant must follow the Termination Procedure outlined in this Agreement. 8.2 By City: 8.2.1 The City may terminate this agreement for convenience upon Seven days written notice to the Consultant at the address of record. 8.2.2 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. 8.3 Termination Procedure 8.3.1 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 1 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. 8.3.2 Consultant shall submit all completed and/or partially completed work under this Agreement, including but not limited to specifications,designs, plans and exhibits. 8.3.3 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. 8.3.4 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 IX—RIGHT OF REVIEW AND AUDIT 9.1 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 fora 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. Page 6 Rev.07/16 KIENGINEERLNG DATAEXCNANGEWNGIE R,STORM WATER1E16404 SUBSURFACE UTILITY ENGINEERING SPECIFICATIONS SUE12016 0718 CONTRACT PROFESSIONAL.SERVICES.000 9.2 Consultant's records include any and all information, materials and data of every kind and character generated as a result of and relevant to the Work under this Agreement(Consultant's Records). 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,and any and all other agreements, sources of information and matters that may,in City's and Consultant's reasonable judgment, have any bearing on or pertain to any matters, rights, duties or obligations under or covered by any Agreement Documents. 9.3 City agrees that it shall exercise the right to audit, examine or inspect Consultant's Records only during Consultant'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 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. 9.4 Consultant shall include this audit clause in any subcontractor, supplier or vendor contract. ARTICLE X—OWNER REMEDIES 10.1 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: 10.1.1 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; 10.1.2 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. 10.1.3 Losses are incurred because of errors and/or 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 errors and/or omissions in the documents. 10.2 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. 10.3 When the City incurs non-value added work costs for change orders due to design errors and/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. 10.4 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. 10.5 The City may withhold or nullify the whole or part of any payment as detailed in Article III. Page 7 Rev.07/16 K.ENGINEERING DATAEXCHANGE ANGIEMSTORM WATER1E16404 SUBSURFACE UTILITY ENGINEERING SPECIFICATIONS SUE12016 0718 CONTRACT PROFESSIONAL SERVICES.DOC • ARTICLE XI—CONSULTANT REMEDIES 11.1 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. 11.2 The City agrees that the Consultant is not responsible for damages arising from any cause beyond Consultant's reasonable control. 11.3 If Consultant requests a remedy for a condition not specified above, Consultant must file a Claim as provided in this Agreement. ARTICLE XII—CLAIMS AND DISPUTE RESOLUTION 12.1 Filing of Claims 12.1.1 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. 12.1.2 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. 12.1.3 The responsibility to substantiate a claim rests with the party making the Claim. 12.1.4 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 Mediation. 12.1.5 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. 12.2 Mediation 12.2.1 All negotiations pursuant to this clause are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. 12.2.2 Before invoking mediation,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 mediation. 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 process contained herein. Page 8 Rev.07/16 K%ENGINEERING DATAEXCHANGEUNGIEMISTORM WATER1E18404 SUBSURFACE UTILITY ENGINEERING SPECIFICATIONS SUE 2O18 0718 CONTRACT PROFESSIONAL SERVICES.DOC • • 12.2.3.1 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. 12.2.3.2 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. 12.2.3.3 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. 12.2.3.4 The parties shall share the mediator's fee. Venue for mediation 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. 12.3 In calculating the amount of any Claim or any measure of damages for breach of contract, the following standards shall apply both to claims by Consultant and to claims by City: 12.3.1 In no event shall either Party be liable,whether in contract or tort or otherwise,to the other Party for loss of profits,delay damages or for any special incidental or consequential loss or damage of any nature arising at any time or from any cause whatsoever; 12.3.2 Damages are limited to extra costs specifically shown to have been directly caused by a proven wrong for which the other Party is claimed to be responsible. 12.4 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 between the parties to this Agreement. 12.5 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 XIII—MISCELLANEOUS PROVISIONS 13.1 Assignability. Neither party will assign, transfer or delegate any of its obligations or duties under this Agreement contract to any other person and/or party without the prior written consent of the other party,except for routine duties delegated to personnel of the Consultant staff. This includes subcontracts entered into for services under this Agreement. If the Consultant is a partnership or joint venture,then in the event of the termination of the partnership or joint venture,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. 13.2 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 by the City,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 Rev.that 1y PKIENGINEERING DA TAE XCNANGEVWGIELBSTORM WATER1E16404 SUBSURFACE UTILITY ENGINEERING SPECIFICATIONS SUE120160718 CONTRACT PROFESSIONAL SERVICES.000 modification of the plans will be evidenced on the plans and be signed and sealed by a licensed professional prior to re-use of modified plans. 13.3 Standard of Care. Services provided by Consultant under this Agreement shall be performed with the professional skill and care ordinarily provided by competent licensed professionals 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. 13.4 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. 13.5 Entire Agreement. This Agreement 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. 13.6 Disclosure of Interest. Consultant agrees to comply with City of Corpus Christi Ordinance No. 17112 and complete the Disclosure of Interests form, D. 13.7 Certificate of Interested Parties. For contracts greater than $50,000, Consultant agrees to comply with Texas Government Code section 2252.908 and complete Form 1295 Certificate of Interested Parties as part of this agreement, E. 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:/lwww.ethics.state.bc.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. 13.8 Conflict of Interest. Consultant agrees, in compliance with Chapter 176 of the Texas Local Government Code,to complete and file Form CIQ with the City Secretary's Office. For more information and to determine if you need to file a Form CIQ, please review the information on the City Secretary's website at http://www.cctexas.com/govemment/city-secretary/conflict-disclosure/index. 13.9 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. Cases must be filed and tried in Nueces County and cannot be removed from Nueces County. 13.10 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. Page 10 Rev.07/16 KiENGINEERING DATAEXCHANGE ANGIEM'STORM WATER1E16404 SUBSURFACE UTILITY ENGINEERING SPECIFICATIONS SUE12016 0718 CONTRACT PROFESSIONAL SERVICES.DOC 13.11 Conflict Resolution Between Documents. Consultant hereby agrees and acknowledges if anything contained in the Consultant-prepared Exhibit A, Consultant's Scope of Services, or contained in any other document prepared by Consultant and included herein,is in conflict with this Agreement,this Agreement shall take precedence and control to resolve said conflict. CITY OF CORPU i. RISTI LJ ENGINEERING, INC. :Plarj111).. / (// I / ( V Jeri- H. Gra , P. (') I if Dat- Patrick D. Vet to� Date E -c ive Dire,for of Pub c W•rkbr Vice President 820 Buffalo Street Corpus Christi,TX 78401 (361) 887-8851 Office (361)887-8855 Fax APPROVED Aimee Alcorn-Reed 2016.10.07 08::57:5:5 Oavki-k (441nA - 9 05'00' Assistant City Attorney Date Project No. E16404 Accounting Unit:4091-041 Account: 550950 Activity: E16404014091EXP Account Category: 50950 Fund Name: Water CIP 2012B Rev Bonds Encumbrance No. Page 11 Rev 07/16 I KIENGINEERING DATAEXCHANGEIANGIEMISTORM WATER1E16404 SUBSURFACE UTILITY ENGINEERING SPECIFICATIONS SUEI2016 0710 CONTRACT PROFESSIONAL SERVICES DOC EXHIBIT A SCOPE OF SERVICES {Insert Proposal & Scope of Services from A/E} Contract for Professional Services Exhibit A • LJA Engineering, Inc. 114 820 Buffalo Street Phone 361 887.8851 Corpus Christi,Texas 78401 Fax 361 887.8855 www.ljaengineering.com TBPE Ns F-1386 I TBPLS Ns 10016600 May 12, 2016 City of Corpus Christi P.O. Box 9277 Corpus Christi, Texas 78469-9277 ATTN: Jeffrey Edmonds, P.E. Director of Engineering Services Re: Engineering Services Agreement Between City of Corpus Christi and LJA Engineering, Inc. Prepare Subsurface Utility Engineering (SUE) Specification LJA Proposal No. 16-00771 Dear Mr. Edmonds: We are pleased to submit this Proposal for Engineering Services between LJA Engineering, Inc. (LJA) (the "Engineer") and City of Corpus Christi (City) (the "Client") for preparing an SUE Specification (the"Project"). I. SCOPE OF SERVICES The following services will be provided: • Review SUE standards and requirements as defined by ASCE Standard "ASCE C-1, 38-02: Standard Guideline for the Collection and Depiction of Existing Subsurface Utility Data" • Incorporate SUE practices, standards and requirements based upon LJA's experience in performing SUE services and preparation of SUE Reports of Findings • Prepare SUE Specification • Meet with City to review SUE Specification • Modify and finalize SUE Specification per comments received from review meeting • Submit final SUE Specification to City II. BASIS OF COMPENSATION The above-described work will be completed for a Lump Sum of $4,667.72 in accordance with the attached Professional Services Agreement (PSA). EXHIBIT "A" Page 1 of 2 Mr.Edmonds,P.E May 12,2016 Page 2 of 2 III. SCHEDULE OF PAYMENT Invoices will be submitted monthly for percentage of lump sum completed during the month. IV. OWNERSHIP OF DOCUMENTS Original documents belong to, and remain the property of the Client, provided that the Engineer has received full compensation due, in consideration of which it is mutually agreed that the Client will use them solely in connection with the Project, except with the express consent of the Engineer. The Engineer may retain reproducible copies of such documents. Originals of the recorded plat and field books remain the property of the Engineer and the Client may request copies be made at his expense. We appreciate the opportunity to provide these engineering services to you. If the Engineering Services Proposal is acceptable to you, please sign this Proposal and the attached Professional Services Agreement and return one copy of each to us. If you have any questions regarding these Agreements, please do not hesitate to contact me at(361) 887-8851. Best Regards, ACCEPTED BY: 1 CITY OF CORPUS CHRISTI By: �D. Scott Jones, P.E Corpus Christi Off'e Manager Printed Name Date: Albert Franco, .E., RPL Corpus Christi Survey Manager DSJ/AEF/dcr Attachment R:\BPs-OPPORTUNITIES\Opportunities 2016\16-00771 -City of Corpus Christi-Prepare Subsurface Utility Engineering(SUE)Specification EXHIBIT "A" Page 2 of 2 • EXHIBIT B SAMPLE PAYMENT REQUEST FORM Sample form for: COMPLETE PROJECT NAME Payment Request Revised 07/27/00 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 $6,000 $1,000 $1,250 $8,250 $750 $1,500 $2,500 30% Additional Services: Permitting $2,000 $0 $0 $2,000 $500 $0 $500 1 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% O&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% Contract for Professional Services Exhibit B EXHIBIT C INSURANCE REQUIREMENTS Contract for Professional Services Exhibit C Client#: 180670 LJAENGIN ACORDTM CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYYY) 8/25/2016D THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed.If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTE:ACT Dinora Ancira NAM USI Southwest PHONE FAX (A/C,No,Ext):713 490-4600 (ac,No): 713-490-4700 Three Memorial City E-MAIL ss: dinora.ancira@usi.com 840 Lessner, Suite 600 INSURER(S)AFFORDING COVERAGE NAIC# Houston,TX 77024 INSURER A:Hartford Fire Insurance Company 19682 INSURED INSURERS:Commerce&Industry Insurance C 19410 LJA Engineering,Inc. INSURER C Hartford Fire Insurance Co 19682 2929 Briarpark Dr.Ste 600 INSURER D:Berkley Insurance Company 32603 Houston,TX 77042 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP W /YLIMITS LTR INSR VD POLICY NUMBER (MM/DD/YYYY) (MM/DDYYY) A X COMMERCIAL GENERAL LIABILITY 61UUNJDO702 09/01/2016 09/01/2017 EACH OCCURRENCE $1,000,000 CLAIMS-MADE X OCCUR PREMISES(ERENTED occu ence) $300,000 X $10,000 PD Ded MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY _$1,000,000 GE 'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000** POLICY X JECOT X LOC PRODUCTS-COMP/OPAGG $2,000,000 OTHER: $ A AUTOMOBILE LIABILITY 61UUNJDO702 09/01/2016 09/01/2017(EaacccidentSINGLELIMIT $1,000,000 X ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS _ AUTOS NON-OWNED PROPERTY DAMAGE $ X HIRED AUTOS X AUTOS (Per accident" B X UMBRELLA LIAB X OCCUR 6E15433704 09/01/2016 09/01/2017 EACH OCCURRENCE $25,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $25,000,000 DED X RETENTION$10,000 $ C WORKERS COMPENSATION 61WBVX6527 09/01/2016 09/01/2017 X PER OTH- AND EMPLOYERS'LIABILITYSTATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? N N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 D Professional AEC901113101 09/01/2016 09/01/2017 $5,000,000 per claim Liability $5,000,000 annl aggr. DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) 30 day notice of cancellation except 10 day notice of cancellation for non-payment of premium. Blanket Additional Insured including products/completed operations coverage(all policies except Professional Liability and Workers Compensation)is provided if required by written contract executed prior to a loss,but limited to the operations of the Named Insured per policy forms HGOO 01 06 05(GL); (See Attached Descriptions) CERTIFICATE HOLDER CANCELLATION Cityof CorpusChristi SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Attn:Engineering Services ACCORDANCE WITH THE POLICY PROVISIONS. P.O.Box 9277 Corpus Christi,TX 78469-9277 AUTHORIZED REPRESENTATIVE P ,- ©1988-2014 ACORD CORPORATION.All rights reserved. ACORD 25(2014/01) 1 of 2 The ACORD name and logo are registered marks of ACORD #S18483544/M18477179 PJRZP DESCRIPTIONS (Continued from Page 1) CG20100413GL; CG20370413(GL); HA 99 16 03 12(Auto); 80517 11/09(Umbrella). Coverage provided on the General Liability is primary and non-contributory if required by written contract executed prior to a loss. **Maximum annual Aggregate limit$10,000,000 Blanket Waiver of Subrogation is provided on General Liability,Auto,Umbrella, Professional Liability and Workers Compensation policies as required by written contract executed prior to a loss per policy form HG 00 01 06 05(GL); HA 99 16 03 12(Auto); 80517 11/09(Umbrella); and WC 42 03 04(Workers Compensation). Umbrella Liability policy follows form of the underlying policies, General Liability,Auto Liability and Workers Compensation. RE: Subsurface Utility Engineering(SUE)Specification Proposal No. 16-00771.Additional Insured includes: City of Corpus Christi. SAGITTA 25.3(2014/01) 2 of 2 #S18483544/M18477179 EXHIBIT C Insurance Requirements Pre-Design, Design and General Consulting 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. A waiver of subrogation is required on all applicable policies. Endorsements must be provided with COI. Project name and or number must be listed in Description Box of COI. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30-written day notice of cancellation, Bodily Injury and Property Damage required on all certificates or by Per occurrence - aggregate applicable policy endorsements PROFESSIONAL LIABILITY $1,000,000 Per Claim (Errors and Omissions) If claims made policy, retro date must be prior to inception of agreement, have extended reporting period provisions and identify any limitations regarding who is insured. 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 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. 1 Rev 07/16 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 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 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. 2 Rev 07/16