HomeMy WebLinkAboutC2016-574 - 11/1/2016 - Approved I .
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CITY OF CORPUS CHRISTI
CONTRACT FOR PROFESSIONAL SERVICES
FOR PROJECT NO. 8663 WESLEY SEALE DAM
INSTRUMENTATION TESTING AND REHABILITATION
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 Freese and Nichols, Inc., a Texas corporation, 800 North Shoreline Boulevard, Suite
1600N, 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
2016-574
11/01/16
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Freese and Nichols Inc.
INDEXED
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 F.
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.
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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 $447,020.
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,as shown in Exhibit B-1,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;
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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).
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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.
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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.
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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
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 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.
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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.
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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.
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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 that any
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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, attached as Exhibit 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,attached as Exhibit 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://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.
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/government/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.
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K:\ENGINEERING DATAEXCHANGEUENNIFER\WATER\8663 WESLEY SEALE INSTRUMENTATION TESTING AND REPLACEMENT\CONTRACT\CONTRACT.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 CORPUS TI FREESE AND NICHOLS, INC.
,2-WkL.92,e, / 7/6 ___(:) \-1,...-.-,
.,,2
J.H. Ed onds, P.E. at on Guzman. P.E Date
Director of Engineering Services Principal
800 N. Shoreline Blvd., Suite 1600N
Corpus Christi, Texas 78401
(361) 561-6500 Office
(361) 561-6501 Fax
rg@freese.com
RECOM NDED
i _ 174-------- 0//--)//&
Operating Departmrit Date1 -/Iri_L I
(0—.......... 4� I AU I t/n1 Gb
PPROVED TO LEGAL FORM 3T CONCH ( T
I VI
Assistant City Attorney Date `
SECRETARY
APPRO P .
6 ,
O . 1 I,
Office of Management lard :rail- Date
/10
ATTEST
- eX-e1 l,,(.,e,er k l/q /16
Ci Secretary Date
Project Name Wesley Seale Dam Instrumentation Testing and Replacement
Project Number 8663
Accounting Unit 4093-063
Account 550950
Activity 180548-01-4093-EXP
Account Category 50950
Fund Name Water 2013 RVBD
This is the original contract for$447,020
Page 11 Rev.07/16
K 1ENGINEERING DATAEXCHANGE\JENNIFER\WATERl8663 WESLEY SEALE INSTRUMENTATION TESTING AND REPLACEMENT\CONTRACT\CONTRACT DOC
FREESE Innovative approaches
MICH0L5
Practicaf results
•I Outstanding service
800 N.Shoreline Blvd.,Suite 1600N • Corpus Christi,Texas 78401 • 361-561-6500 • fax 361-561-6501 www.freese.com
October 13,2016
Mr. Daniel Deng
Senior Project Manager
Engineering Services
City of Corpus Christi
P.Q. Box 9277
Corpus Christi,TX 78469
RE: Proposal for Engineering Services for Wesley E.Seale Dam to support:
Wesley E.Seale Dam and Calallen Reservoir Dam Safety Inspection and Reporting
Wesley E. Seale Dam Sluice Gate Rehabilitation,Phase 2
Wesley E. Seale Dam Dewatering System Study
Mr. Deng:
Freese and Nichols,Inc. (FNI)is pleased to submit this revised professional services proposal as the basis for
a lump sum engineering services contract. This effort will consist of providing dam safety inspection and
reporting services as well as PS&E services to support the City's procurement and installation of new
downstream sluice gates,a Howell-Bunger Valve,electrical actuators for gate and valve control,and
associated electrical improvements required on the outlet tower to support the new equipment. In
addition,services under this contract would include a study of up to two(2)alternatives for dewatering the
crest gates.
The following sections present a more detailed narrative of the basic services to be provided by FNI for
Wesley E.Seale and Calallen Reservoir Dams.
BASIC SERVICES
Dam Safety Inspection and Reporting
TCEQ requires High-Hazard dams,such as Wesley E.Seale Dam,to be inspected every 5 years. The last
recorded Dam Safety Inspection of Wesley E.Seale Dam was completed in 2008.The last recorded Dam
Safety Inspection of Calallen Reservoir Dam was completed in 1990.FNI will perform an engineering
inspection and prepare reports to help the City comply with TCEQ Dam Safety criteria.The inspection will
help assess possible evidence of dam safety deficiencies and provide valuable information for its operation
and maintenance.The team for the field inspection will consist of heavy civil,structural,mechanical,and
electrical engineers.FNI will utilize knowledge of the facilities and previous work in performing our services.
Historical and record data included in previous reports will help form the basis of the inspection report.
Upon receipt of authorization, FNI will render the following professional services for this Dam Safety and
Reporting:
A. Project Management, Meetings,and Data Assembly:
1. Establish project and manage schedule and work execution.
2. Coordinate information between FNI and City.
EXHIBIT A
Page 1 of 8
Mr.Deng
Page 2
October 13,2016
3. Coordinate Quality Control(QC)/Quality Assurance(QA)by FM Senior Management and Technical
Staff.
4. Develop and provide monthly status reports,including financial information.
5. For Wesley E.Seale Dam: Review past inspection reports,record drawings,breach analysis report,
and subsequent information provided by the City to identify deficiencies or areas for concern.
Research in-house data repository and review relevant documents. Previous data to be reviewed
include:
a. 2004-2008 Annual Safety Inspection Reports
b. 1955 Original Drawings
c. 1999 Spillway Rehabilitation Drawings
d. 2010 Breach Analysis Report
e. Performance data from 102 piezometers, 17 extensometers,4 inclinometers,25 relief wells,
and 41 sand drains.
6. For the Calallen Reservoir Dam: Evaluate existing records such as original design drawings and
documents,previous repair or rehabilitation design and construction documents,inspection
reports,Operation and Maintenance Plans,and correspondence with TCEQ.
B. Pre-inspection Plan:
1. Develop an initial inspection plan(brief memorandum)for the upcoming inspection,including areas
identified to be inspected,methods of inspection,and support and logistics required from City
personnel including boat access. Submit proposed inspection plan to the City for review.
2. Participate in a conference call to discuss comments and coordinate support requirements.
3. Finalize inspection plan and submit to the City.
C. On-Site Inspection Activities:
1. For Wesley E.Seale Dam: Perform a field inspection to assess conditions and facilitate comparison
with observations and recommendations from past inspection reports.Prepare notes of
observations and take photographs as appropriate to document conditions.Structures to be
inspected include the north,center and south embankments,outlet works tower,the south
(service)spillway,and the north(emergency)spillway.The City shall provide boat for upstream
access and shall make provisions to dewater the south spillway basin to the extent possible to allow
for inspection. It is anticipated that the field examination will encompass two(2)full days at the
dam. The field examination shall include the following efforts:
a. The morning of the inspection,participate in a one-hour meeting with City personnel to
discuss current operational and maintenance considerations and actions. Review of
emergency preparedness and operational aspects including the emergency action plan,
access to the site,communication system,instrumentation data processing,auxiliary power,
remote operation,and standard operating procedures.
b. Observe north,center,and south embankments for signs of unusual movement,slips,slides,
seepage,animal burrows,protective covering(rock riprap and grass cover),and undesirable
vegetation growth.
c. Observe the north and south spillway bays(including the south spillway discharge canal and
basin)for signs of cracking,spalling,notable differential movement,erosion,joint
conditions,and exposed reinforcing.
EXHIBIT A
Page 2 of 8
Mr.Deng
Page 3
October 13,2016
d. Observe condition of north and south spillway bridges for signs of concrete deterioration,
cracking,spalling,notable differential movement,joint conditions,and exposed reinforcing.
e. Observe condition of spillway gates as visible for signs of corrosion,seal damage,leakage,
and debris buildup.
f. Observe condition of outlet works tower for signs of concrete deterioration,cracking,
spalling, notable differential movement,joint conditions,and exposed reinforcing.
2. For the Calallen Reservoir Dam: perform a half-day visual inspection of the dam.Key areas to be
addressed during the inspections include:
a. Visually assess the general condition of the dam.The visual inspection will be performed
from readily accessible locations.
b. Collect general measurements of key components of the structure as deemed necessary
and as possible.
c. Document areas of noted deterioration or disrepair.Take note of visible seepage,boils,
erosion,animal burrows,overgrown vegetation,etc.
NOTES:
• The inspection effort will not be focused on the sluice gates,Howell Bunger valve,and
associated actuators and hardware as that work is part of the design effort described below.
• Topographic survey,underwater inspections,and geotechnical explorations are not included
as part of basic services.
D. Report Writing:
1. For Wesley E.Seale Dam:
a. Prepare a draft report discussing findings from review of documents,inspection,and
engineering evaluations,with supporting appendices as required.Meet with City personnel
in person and via phone to discuss comments and prepare the final report.
b. The report will utilize as much information as possible from past inspection reports. The
chapters in the reports will reflect the data review,findings from the on-site inspections,
and information gathered during discussions with City personnel.
c. The report shall be in accordance with Texas Commission on Environmental Quality(TCEQ)
Chapter 299 Dam Safety Rules,and shall be acceptable to the TCEQ Dam Safety Program
Coordinator.It is understood that the City will provide a copy of the Final Report to the
TCEQ Dam Safety Program as required by the Chapter 299 Rules.Provide copies of the draft
report to the City for review and comment. The draft report will follow the general format
of a comprehensive review report and include the following sections:
i. Decision Document and Technical Report of Findings
ii. Updates to Recommendations
iii. Description of Dam and Operations
iv. Evaluation of Design,Analysis,and Construction
v. Evaluation of Performance Monitoring and Instrumentation
vi. Inspection Report(with photos)
vii. Seismic Hazard
viii. Hydrologic Hazard
ix. Potential Failure Modes
x. Future Performance Monitoring
EXHIBIT A
Page 3 of 8
Mr.Deng
Page 4
October 13,2016
xi. Key Photos and Drawings
2. For Calalien Reservoir Dam:
a. Develop a photo log of key items noted during the inspection.
b. Provide one draft report documenting observations for review.The report will be in a
format similar to inspection reports performed by TCEQ Dam Safety.The report will
document background,current condition of the dam,downstream hazards,
recommendations for repair,and conclusions.Provide copies of the draft report to the City
for review and comment.
c. Address City comments on draft report and prepare final document.
Downstream Sluice Gates and Howell-Bunger Valve Improvements.Phase 2
FNI assisted the City between 2014 and 2015 to implement repairs to the upstream sluice gates of the Low
Flow Outlet Tower.Upon completion of that effort,the City expressed interest in further rehabilitating the
low flow outlet works.Based on previous inspections and City comments,the downstream gates and valve
are showing their age and do not function as desired.This effort focuses on implementing repairs to the
three downstream sluice gates and Howell-Bunger valve at the low flow outlet works.The repairs will
consist of replacement in-kind of existing gates and valve.The previously developed construction
documents,manufacturer information,and new engineering design will become the basis of the bid
package for this effort.Upon receipt of authorization,FNI will render the following professional services for
this effort:
A. Project Management.Data Assembly,and Meetings:
1. Establish project and manage schedule and work execution.
2. Develop and provide monthly status reports,including financial information.Collaborate with City
staff to coordinate aspects of this project,to include budget,schedule,and contingency planning.
3. Request and assemble relevant information from the City and valve/gate manufacturers to support
the creation of this bid package.
4. Coordinate Quality Control(QC)/Quality Assurance(QA)by FNI Senior Management and Technical
Staff.
5. Facilitate internal kickoff meeting and coordinate conference calls for client kickoff meeting and
progress meetings.
B. 60%Design:
1. Investigate alternatives for replacement of existing gates and valve,including temporary
diversion of low flow releases during replacement activities and structure modifications,as
necessary.
2. Perform a field inspection to assess conditions.Prepare notes of observations and take
photographs as appropriate to document conditions.
3. Develop 60%design submittal.The 60%submittal will include an executive summary,plans,a
technical specification list,front-end documents,and a preliminary opinion of probable
construction costs(OPCC).Provide copy of the documents to the City in electronic format(PDF)for
review and comment.
4. Hold a review session with City staff to discuss issues and review the 60%design submittal.
EXHIBIT A
Page 4 of 8
Mr.Deng
Page 5
October 13,2016
5. Coordinate meeting with TCEQ Dam Safety to discuss design option and 60%drawings.
C. Pre-Final and Final Design:
1. Develop the pre-final design by addressing City formal review comments of 60%design submittal.
The Pre-Final submittal will include a plan executive summary,plans,specifications,and up-to-date
front-end documents.Provide copy of the documents to the City in electronic format(PDF)for
review and comment.
2. Develop a revised OPCC for the proposed improvements based on pre-final submittal.
3. Hold a review session with City staff to discuss issues and review the pre-final design.
4. Address any final comments from the pre-final design submittal prior to finalizing the signed/sealed
(IFB)set for submittal to the City for bid.
5. Submit IFB construction documents to TCEQ Dam Safety for review and approval.
D. Bid Phase Suaoort:
1. Assist City in soliciting qualified contractors to bid on the project.
2. Participate in the pre-bid meeting.
3. Assist City in securing bids by responding to bidder's requests for information(RFI)during bid
phase.Prepare addenda as necessary to address RFIs.
4. Compile the bid tab,review bids for responsiveness,and provide a bid award recommendation to
the City.
E. Construction Phise:Upon completion of contract negotiation between the City and selected contractor,
FNI will proceed with the performance of general construction oversight during construction as
described below.
1. Attend the pre-construction meeting and provide an agenda and record and provide meeting
minutes.
2. Provide general representation services during construction by assist the City in submittal review in
a manner consistent with the requirements of the construction contract documents.Review
contractor's submittals,including,requests for information,modification requests,shop drawings,
schedules,and test results in accordance with the requirements of the construction contract
documents for the projects.
3. Attend up to eight(8)monthly construction progress meetings,and provide an agenda and record
and provide meeting minutes.
4. Participate in four(4)engineering site visits during construction to observe work progress.In this
effort FNI will endeavor to protect the City against defects and deficiencies in the work of
Contractors and will report any observed deficiencies to the City. Prepare site visit reports
documenting findings, photographs,and follow-up actions.Visits to the site in excess of the
specified number are an additional service.
5. Conduct,in company with City's representative,one(1)site visit and final review of the Project for
conformance with the design concept of the Project and general compliance with the Construction
Contract Documents. Prepare a list of deficiencies to be corrected by the contractor before
recommendation of final payment.
6. Revise the construction drawings in accordance with the information furnished by construction
Contractor reflecting changes in the Project made during construction.Two(2)sets of prints of
"Record Drawings"shall be provided by FNI to the City.Submit record drawings to TCEQ Dam
Safety for record.
EXHIBIT A
Pa,e5of8
Mr.Deng
Page 6
October 13,2016
Soillwav Dewatering System Study
As part of the original design of the dam,a floating bulkhead system was designed and constructed to allow
for dewatering of an individual crest gate during maintenance operations.The bulkhead system proved
difficult to use and experienced leakage.The system was modified in the mid 1990's to facilitate installation,
but the system remained difficult to install and was ultimately abandoned.Wesley Seale Dam does not
currently have a dewatering system to facilitate maintenance of the crest gates.The purpose of this phase is
to study a dewatering system options for future design development and construction to facilitate required
maintenance projects including gate seal and coating system replacement. Upon receipt of authorization,
FNI will render the following professional services for this effort:
A. Proiect Management,Data Assembly,and Meetings:
1. Establish project and manage schedule and work execution.
2. Develop and provide monthly status reports,including financial information.Collaborate with City
staff to coordinate aspects of this project,to include budget,schedule,and contingency planning.
3. Request and assemble relevant information from the City with regards to previous dewatering
system floating bulkhead.
4. Coordinate Quality Control(QC)/Quality Assurance(QA)by FNI Senior Management and Technical
Staff.
5. Facilitate internal kickoff meeting and coordinate conference calls for client kickoff meeting and
progress meetings.
B. Feasibility Study Phase
1. Review historic drawings of the previous floating bulkhead system.Review and evaluate existing
drawings and reports of the spillway bays,buttresses,crest gates,and access bridge.
2. Perform a 1-day site visit to evaluate existing concrete bridge and spillway geometry,assess
methods for attachment to the concrete structure and discuss historical issues with the previous
dewatering system at the dam.Discuss dewatering system needs with City staff.Prepare notes of
observations and take photographs as appropriate to document conditions.
3. Perform structural survey and measurements of key areas of the spillway and bridge.
4. Develop two(2)design options of dewatering systems for spillway gates and perform feasibility
level evaluations of each.One of the design options shall include the original floating bulkhead.
5. Prepare schematic drawings or sketches illustrating design options.
6. Perform quantity take-offs and develop feasibility level opinion of probable construction cost.
7. Prepare draft letter report summarizing the site visit,design options,operational benefits and
limitations,additional loads imposed on dam,constructability,care of water considerations,
opinion of probable construction cost,and possible permitting needs including USACE,Texas
Historic Commission,and TCEQ Dam safety.Identify the need of additional survey data or
structural measurements and estimated costs to collect this information,if needed,for design.
B. Participate in workshop with City staff to discuss draft letter report, dewatering system options,
and study findings.
9. Address City's comments and finalize letter report.Provide three(3)printed copies of the letter
report to the City.
EXHIBIT A
Page 6 of 8
Mr. Deng
Page 7
October 13, 2016
Fee
Freese and Nichols,Inc. proposes to perform the scope of services listed above for the following lump-sum
fees listed below:
Dam Safety Inspections and Reporting
Data Assembly,Meetings,QC $ 10,490.00
Inspection,Report, and Follow Up $82,009.00
Subtotal $ 92,499.00
Downstream Sluice Gates and Howell-Bunger Valve Improvements
Data Assembly,Meetings,and Interim Design $ 24,019.00
Preliminary/60%/90%/Pre-Final/Final Design $134,921.00
Bid Phase $13,672.00
Construction Phase $66,841.00
Subtotal $239,453.00
Dewatering System Study and Design
Data Assembly,Meetings,and Interim Design $115,068.00
Subtotal $115,068.00
TOTAL $447,020,00
Schedule
See attached schedules for each effort for details.The notice to proceed dates have been assumed based on
conversations with you and should be adjusted based on actual dates when needed.
If FNI's services are delayed through no fault of FNI, FNI shall be entitled to equitable adjustment of
compensation and FNI shall be entitled to adjust contract schedule consistent with the number of days of
delay.
Dam Safety Inspection
Dam Safety Inspection Start Finish
Project Management,Meetings, Mon 11/14/16 Fri 3/31/17
and Data Assembly
1.Pre-Inspection Plan Tue 11/28/16 Tue 12/19/161
On-Site Inspection Activities Wed 1/11/17 Fri 1/13/17
Report Writing Mon 1/16/17 Thu 3/30/17
111Project Complete Thu 3/30/17 Thu 3/30/17
Sluice Gate and Bunger Valve Replacement Project
Sluice Gate/Valve Replacement Start Finish
Notice to Proceed ' ` Mon 11/14/16$Mon 11/14/16
Project Management Mon 11/14/16 Fri 7/27/18
EXHIBIT A
Page 7 of 8
Mr.Deng
Page 8
October 13,2016
60%Design Tue 1/17/17 Fri 4/14/17
Pre-final and Final Design Tue 5/1/17 Fri 8/4/17
Bid phase Support Mon 8/7/17 Tues 10/17/17
Construction Phase Mon 10/23/17 Fri 8/31/18
Project Complete Fri 8/31/18 Fri 8/31/18
Dewatering System Study
Dewatering System Study Start Finish
Project Management Mon 11/14/16 Fri 5/12/17
Feasibility Study Phase Mon 11/14/16 Fri 5/12/17 J
Sincerely,
1 (.1
2— ‘r17
Principal,Corpus Christi Office
cc:Victor Vasquez,Brian Bresler
EXHIBIT A
Page 8 of 8
EXHIBIT B
SAMPLE PAYMENT REQUEST FORM
Sample form for
COMPLETE PROJECT NAME PayRevi ed Request
Revised 0727/00
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 25%
Warranty Phase 0 1,120 0 1,120 0 0 0 0%
Inspection 0 0 1,627 1,627 0 0 0 0%
Platting Survey TBD TBD TBD TBD TBD TBD TBD 0%
0&M Manuals TBD TBD TBD TBD TBD TBD TBD 0%
SCADA TBD TBD TBD TBD TBD TBD TBD 0%
Subtotal Additional Services $2,000 $1,120 $1,627 $4,747 $500 $0 $500 11%
Summary of Fees
Basic Services Fees $6,000 $1,000 $1,250 $8,250 $750 $1,500 $2,500 30%
Additional Services Fees 2,000 1,120 1,627 4,747 500 0 500 11%
Total of Fees $8,000 $2,120 $2,877 $12,997 $1,250 $1,500 $3,000 23%
Contract for Professional Services
Exhibit B
EXHIBIT B-1
CONFIDENTIAL RATE SHEET
Rate sheets are confidential pursuant to section 552.104 of the Texas Government Code since release
of this information would give advantage to a competitor or bidder. In addition, section 552.110 of the
TX Govt. Code protects third party commercial and financial information if release of the information
would cause the third party substantial competitive harm. Final determination of confidentiality will be
made by the Texas Attorney General.
DOCUMENTATION OF PROVISIONAL/OVERHEAD RATES: Overhead rate documentation has been
provided to the City of Corpus Christi and was utilized in reviewing and approving the loaded hourly rates
below.
PRINCIPALS: The Consultant must provide documentation with each payment request that clearly
indicates how a Principal's time is allocated and the justification for that allocation.
PRINCIPAL(S): HOURLY RATE ($/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.
Contract for Professional Services
Exhibit B-1
•
•
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
1 Rev 07/16
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 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
•
•
itSUPPLIER NUMBER
TO BE ASSIGNED BY Crry
PURCHASING DIVISION
~`~ CITY OF CORPUS CHRISTI
City DISCLOSURE OF INTEREST
Christi
City of Corpus Christi Ordinance 17112,as amended requires all persons or firms seeking to do business
with the City to provide the following information. )very question must be answered. If the question is
not applicable, answer with "NA". See reverse side for Filing Requirements, Certifications and
definitions.
COMPANY NAME: Freese and Nichols, Inc.
P.O.BOX:
STREET ADDRESS: 800 N. Shoreline, Ste. 1600N CITY: Corpus Christi ZIP: 78401
FIRM IS: 1. Corporation 2. Partnership 8 3. Sole Owner 0
4. Association 5. Other
DISCLOSURE QUESTIONS
If additional space is necessary please use the reverse side of this page or attach separate sheet.
1. State the names of each `employee" of the City of Corpus Christi having an `ownership interest"
constituting 3%or more of the ownership in the above named"firm."
Name Job Title and City Department(if known)
N/A
2. State the names of each "official" of the City of Corpus Christi having an "ownership interest"
constituting 3%or more of the ownership in the above named"firm."
Name Title
NIA
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
N/A
4. State the names of each employee or officer of a "consultant" for the City of Corpus Christi who
worked on any matter related to the subject of this contract and has an "ownership interest"
constituting 3%or more of the ownership in e above named"firm."
Name Consultant
N/A
FILING REQUIREMENTS
If a person who requests official action on a matter knows that the requested action will confer an
economic benefit on any City official or employee that is distinguishable from the effect that the action
will have on members of the public in general or a substantial segment thereof,you shall disclose that fact
in a signed writing to the City official, employee or body that has been requested to act in the matter,
unless the interest of the City official or employee in the matter is apparent. 'The disclosure shall also be
made in a signed writing filed with the City Secretary. [Ethics Ordinance Section 2-349(d)]
CERTIFICATION
I certify that all information provided is true and correct as of the date of this statement, that I have not
knowingly withheld disclosure of any information requested; and that supplemental statements will be
promptly submitted to the City of Corpus Christi,Texas as changes occur.
Certifying Person: Ron Guzman, P.E. Title: Principal
(Type or Prtc1)
Signature of Certifying , ( , __
Date: 'j •2 3 . 4 c
Person: 1`-
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.
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 it 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. 2016-91412
Freese and Nichols, Inc.
Corpus Christi,TX United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 07/27/2016
being filed.
City of Corpus Christi Date Acknowledged:
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a
description of the services,goods,or other property to be provided under the contract.
MSA for Wesley Seale Dam
Provide engineering services for Master Svcs.Agreement to support Wesley Seale Dam Safety Inspection and Reporting,Sluice
Gate Rehab-Ph.2, and Dewatering Study
Nature of interest
4 Name of Interested Party City,State,Country(place of business) (check applicable)
• Controlling I Intermediary
Gooch,Thomas Fort Worth,TX United States X
Hatley,Tricia Oklahoma City,OK United States X
Payne,Jeff Dallas,TX United States X
New,John San Antonio,TX United States X
Coltharp, Brian Fort Worth,TX United States X
Milrany,Cindy Fort Worth,TX United States X
Nichols, Michael Austin,TX United States X
Pence, Robert Fort Worth,TX United States X
Herchert, Robert Fort Worth,TX United States X
5 Check only if there is NO Interested Party. ❑
6 AFFIDAVIT I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct
o;::':;. LISA BOGGS
:'. Notary Public,Stale of Texas t c
'• ' 7h. if My Commission Expires j 1
06/25/2019 1 \Signature f authorized agent of contracting business entity
AFFIX NOTARY STAMP/SEAL ABOVE1
Sworn to and subscribed before me,by the said K til 't U 2�01✓1 ,this the t71 day of cl_.{
20 (kC, ,to certify which,witness my hand and seal of office.
g g r LrS name Qo-far
Signature of o icer admini oath Printed name of administering oath Title of offic r ministering oath
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.277
EXHIBIT F
Excerpt from Corpus Christi General Conditions for Construction Projects
Related to Design Services
Contract for Professional Services
Exhibit F
•
Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to
design services
Table of Contents
Page
Article 1—Definitions and Terminology 2
Article 2—Preliminary Matters 8
Article 3—Contract Documents: Intent, Requirements, Reuse 8
Article 4—Commencement and Progress of the Work 9
Article 5—Availability of Lands;Subsurface and Physical Conditions; Hazardous Environmental
Conditions 9
Article 6—Bonds and Insurance 11
Article 7—Contractor's Responsibilities 11
Article 8—Other Work at the Site 11
Article 9—Owner's and OPT's Responsibilities 11
Article 10—OAR's and Designer's Status During Construction 12
Article 11—Amending the Contract Documents;Changes in the Work 14
Article 12—Claims 14
Article 13—Cost of the Work;Allowances; Unit Price Work 14
Article 14—Tests and Inspections;Correction, Removal, or Acceptance of Defective Work 14
Article 15—Payments to Contractor;Set-Offs;Completion; Correction Period 14
Article 16—Suspension of Work and Termination 14
Article 17—Final Resolution of Disputes 14
Article 18—Miscellaneous 14
Excerpt from Form 00 72 00 General Conditions-1
ARTICLE 1—DEFINITIONS AND TERMINOLOGY
1.01 Defined Terms
A. A term with initial capital letters, including the term's singular and plural forms, has the
meaning indicated in this paragraph wherever used in the Bidding Requirements or
Contract Documents. In addition to the terms specifically defined,terms with initial capital
letters in the Contract Documents may include references to identified articles and
paragraphs,and the titles of other documents or forms.
1. Addenda- Documents issued prior to the receipt of Bids which clarify or modify the
Bidding Requirements or the proposed Contract Documents.
2. Agreement-The document executed between Owner and Contractor covering the
Work.
3. Alternative Dispute Resolution-The process by which a disputed Claim may be settled
as an alternative to litigation, if Owner and Contractor cannot reach an agreement
between themselves.
4. Application for Payment-The forms used by Contractor to request payments from
Owner and the supporting documentation required by the Contract Documents.
S. Award Date—The date the City Council of the City of Corpus Christi(City)authorizes
the City Manager or designee to execute the Contract on behalf of the City.
6. Bid-The documents submitted by a Bidder to establish the proposed Contract Price
and Contract Times and provide other information and certifications as required by
the Bidding Requirements.
7. Bidding Documents-The Bidding Requirements,the proposed Contract Documents,
and Addenda.
8. Bidder-An individual or entity that submits a Bid to Owner.
9. Bidding Requirements-The Invitation for Bids, Instructions to Bidders, Bid Security,
Bid Form and attachments,and required certifications.
10. Bid Security-The financial security in the form of a bid bond provided by Bidder at the
time the Bid is submitted and held by Owner until the Agreement is executed and the
evidence of insurance and Bonds required by the Contract Documents are provided. A
cashier's check,certified check, money order or bank draft from any State or National
Bank will also be acceptable.
11. Bonds-Performance Bond, Payment Bond, Maintenance Bond,and other Surety
instruments executed by Surety. When in singular form, refers to individual
instrument.
12. Change Order-A document issued on or after the Effective Date of the Contract and
signed by Owner and Contractor which modifies the Work,Contract Price,Contract
Times,or terms and conditions of the Contract.
Excerpt from Form 00 72 00 General Conditions-2
•
13. Change Proposal-A document submitted by Contractor in accordance with the
requirements of the Contract Documents:
a. Requesting an adjustment in Contract Price or Contract Times;
b. Contesting an initial decision concerning the requirements of the Contract
Documents or the acceptability of Work under the Contract Documents;
c. Challenging a set-off against payment due;or
d. Seeking a Modification with respect to the terms of the Contract.
14. City Engineer-The Corpus Christi City Engineer and/or his designated representative
as identified at the preconstruction conference or in the Notice to Proceed.
15. Claim-A demand or assertion by Owner or Contractor submitted in accordance with
the requirements of the Contract Documents. A demand for money or services by an
entity other than the Owner or Contractor is not a Claim.
16. Constituent of Concern-Asbestos, petroleum, radioactive materials,polychlorinated
biphenyls(PCBs), hazardous wastes,and substances, products,wastes,or other
materials that are or become listed, regulated, or addressed pursuant to:
a. The Comprehensive Environmental Response,Compensation and Liability Act,42
U.S.C. §§9601 et seq. ("CERCLA");
b. The Hazardous Materials Transportation Act,49 U.S.C. §§5501 et seq.;
c. The Resource Conservation and Recovery Act,42 U.S.C. §§6901 et seq. ("RCRA");
d. The Toxic Substances Control Act, 15 U.S.C. §§2601 et seq.;
e. The Clean Water Act,33 U.S.C. §§1251 et seq.;
f. The Clean Air Act,42 U.S.C. §§7401 et seq.;or
g. Any other Laws or Regulations regulating, relating to,or imposing liability or
standards of conduct concerning hazardous,toxic,or dangerous waste,
substance,or material.
17. Contract-The entire integrated set of documents concerning the Work and describing
the relationship between the Owner and Contractor.
18. Contract Amendment-A document issued on or after the Effective Date of the
Contract and signed by Owner and Contractor which:
a. Authorizes new phases of the Work and establishes the Contract Price,Contract
Times,or terms and conditions of the Contract for the new phase of Work;or
b. Modifies the terms and conditions of the Contract, but does not make changes in
the Work. -
19. Contract Documents-Those items designated as Contract Documents in the
Agreement.
20. Contract Price-The monetary amount stated in the Agreement and as adjusted by
Modifications,and increases or decreases in unit price quantities, if any,that Owner
has agreed to pay Contractor for completion of the Work in accordance with the
Contract Documents.
Excerpt from Form 00 72 00 General Conditions-3
21. Contract Times-The number of days or the dates by which Contractor must:
a. Achieve specified Milestones;
b. Achieve Substantial Completion;and
c. Complete the Work.
22. Contractor-The individual or entity with which Owner has contracted for
performance of the Work.
23. Contractor's Team-Contractor and Subcontractors,Suppliers, individuals,or entities
directly or indirectly employed or retained by them to perform part of the Work or
anyone for whose acts they may be liable.
24. Cost of the Work-The sum of costs incurred for the proper performance of the Work
as allowed by Article 13.
25. Defective-When applied to Work, refers to Work that is unsatisfactory,faulty,or
deficient in that it:
a. Does not conform to the Contract Documents;
b. Does not meet the requirements of applicable inspections, reference standards,
tests,or approvals referred to in the Contract Documents;or
c. Has been damaged or stolen prior to OAR's recommendation of final payment
unless responsibility for the protection of the Work has been assumed by Owner
at Substantial Completion in accordance with Paragraphs 15.03 or 15.04.
26. Designer-The individuals or entity named as Designer in the Agreement and the
subconsultants, individuals,or entities directly or indirectly employed or retained
by Designer to provide design or other technical services to the Owner. Designer has
responsibility for engineering or architectural design and technical issues related to
the Contract Documents. Designers are Licensed Professional Engineers or Registered
Architects qualified to practice their profession in the State of Texas.
27. Drawings-The part of the Contract that graphically shows the scope, extent,and
character of the Work. Shop Drawings and other Contractor documents are not
Drawings.
28. Effective Date of the Contract-The date indicated in the Agreement on which the City
Manager or designee has signed the Contract.
29. Field Order-A document issued by OAR or Designer requiring changes in the Work
that do not change the Contract Price or the Contract Times.
30. Hazardous Environmental Condition-The presence of Constituents of Concern at the
Site in quantities or circumstances that may present a danger to persons or property
exposed to Constituents of Concern. The presence of Constituents of Concern at the
Site necessary for the execution of the Work or to be incorporated in the Work is not a
Hazardous Environmental Condition provided these Constituents of Concern are
controlled and contained pursuant to industry practices, Laws and Regulations,and
the requirements of the Contract.
Excerpt from Form 00 72 00 General Conditions-4
31. Indemnified Costs-All costs, losses, damages, and legal or other dispute resolution
costs resulting from claims or demands against Owner's Indemnitees. These costs
include fees for engineers,architects, attorneys,and other professionals.
32. Laws and Regulations; Laws or Regulations-Applicable laws,statutes, rules,
regulations,ordinances,codes,and orders of governmental bodies,agencies,
authorities,and courts having jurisdiction over the Project.
33. Liens-Charges,security interests,or encumbrances upon Contract related funds, real
property,or personal property.
34. Milestone-A principal event in the performance of the Work that Contractor is
required by Contract to complete by a specified date or within a specified period of
time.
35. Modification -Change made to the Contract Documents by one of the following
methods:
a. Contract Amendment;
b. Change Order;
c. Field Order;or
d. Work Change Directive.
36. Notice of Award-The notice of Owner's intent to enter into a contract with the
Selected Bidder.
37. Notice to Proceed-A notice to Contractor of the Contract Times and the date Work is
to begin.
38. Owner-The City of Corpus Christi(City),a Texas home-rule municipal corporation and
political subdivision organized under the laws of the State of Texas, acting by and
through its duly authorized City Manager and his designee,the City Engineer(the
Director of Engineering Services), and the City's officers,employees,agents,or
representatives,authorized to administer design and construction of the Project.
39. Owner's Authorized Representative or OAR-The individual or entity named as OAR in
the Agreement and the consultants,subconsultants, individuals,or entities directly or
indirectly employed or retained by them to provide construction management services
to the Owner. The OAR may be an employee of the Owner.
40. Owner's Indemnitees- Each member of the OPT and their officers, directors,
members, partners, employees,agents, consultants,and subcontractors.
41. Owner's Project Team or OPT-The Owner,Owner's Authorized Representative,
Resident Project Representative, Designer,and the consultants,subconsultants,
individuals, or entities directly or indirectly employed or retained by them to provide
services to the Owner.
42. Partial Occupancy or Use-Use by Owner of a substantially completed part of the Work
for the purpose for which it is intended (or a related purpose) prior to Substantial
Completion of all the Work.
Excerpt from Form 00 72 00 General Conditions-5
43. Progress Schedule-A schedule prepared and maintained by Contractor,describing the
sequence and duration of the activities comprising the Contractor's plan to accomplish
the Work within the Contract Times.
44. Project-The total undertaking to be accomplished for Owner under the Contract
Documents.
45. Resident Project Representative or RPR-The authorized representative of OPT
assigned to assist OAR at the Site. As used herein,the term Resident Project
Representative includes assistants and field staff of the OAR.
46. Samples-Physical examples of materials,equipment,or workmanship representing
some portion of the Work that are used to establish the standards for that portion of
the Work.
47. Schedule of Documents-A schedule of required documents, prepared,and
maintained by Contractor.
48. Schedule of Values-A schedule, prepared and maintained by Contractor,allocating
portions of the Contract Price to various portions of the Work and used as the basis for
Contractor's Applications for Payment.
49. Selected Bidder-The Bidder to which Owner intends to award the Contract.
50. Shop Drawings-All drawings, diagrams,illustrations,schedules,and other data or
information that are specifically prepared or assembled and submitted by Contractor
to illustrate some portion of the Work. Shop Drawings,whether approved or not,are
not Drawings and are not Contract Documents.
51. Site-Lands or areas indicated in the Contract Documents as being furnished by Owner
upon which the Work is to be performed. The Site includes rights-of-way,easements,
and other lands furnished by Owner which are designated for use by the Contractor.
52. Specifications-The part of the Contract that describes the requirements for materials,
equipment,systems,standards, and workmanship as applied to the Work,and certain
administrative requirements and procedural matters applicable to the Work.
53. Subcontractor-An individual or entity having a direct contract with Contractor or with
other Subcontractors or Suppliers for the performance of a part of the Work.
54. Substantial Completion-The point where the Work or a specified part of the Work is
sufficiently complete to be used for its intended purpose in accordance with the
Contract Documents.
55. Supplementary Conditions-The part of the Contract that amends or supplements the
General Conditions.
56. Supplier-A manufacturer,fabricator,supplier,distributor, materialman,or vendor
having a direct contract with Contractor or with Subcontractors or other Suppliers to
furnish materials or equipment to be incorporated in the Work.
57. Technical Data-Those items expressly identified as Technical Data in the
Supplementary Conditions with respect to either:
a. Subsurface conditions at the Site;
Excerpt from Form 00 72 00 General Conditions-6
b. Physical conditions relating to existing surface or subsurface structures at the
Site,except Underground Facilities;or
c. Hazardous Environmental Conditions at the Site.
58. Underground Facilities-All underground pipelines, conduits,ducts,cables,wires,
manholes,vaults,tanks,tunnels, other similar facilities or appurtenances,and
encasements containing these facilities which are used to convey electricity,gases,
steam, liquid petroleum products,telephone or other communications,fiber optic
transmissions,cable television,water,wastewater,storm water,other liquids or
chemicals,or traffic or other control systems.
59. Unit Price Work-Work to be paid for on the basis of unit prices.
60. Work-The construction of the Project or its component parts as required by the
Contract Documents.
61. Work Change Directive-A directive issued to Contractor on or after the Effective Date
of the Contract ordering an addition,deletion,or revision in the Work. The Work
Change Directive serves as a memorandum of understanding regarding the directive
until a Change Order can be issued.
1.02 Terminology
A. The words and terms discussed in this Paragraph 1.02 are not defined, but when used in
the Bidding Requirements or Contract Documents, have the indicated meaning.
B. It is understood that the cost for performing Work is included in the Contract Price and no
additional compensation is to be paid by Owner unless specifically stated otherwise in the
Contract Documents. Expressions including or similar to"at no additional cost to Owner,"
"at Contractor's expense,"or similar words mean that the Contractor is to perform or
provide specified operation of Work without an increase in the Contract Price.
C. The terms"day"or"calendar day" mean a calendar day of 24 hours measured from
midnight to the next midnight.
D. The meaning and intent of certain terms or adjectives are described as follows:
1. The terms"as allowed," "as approved," "as ordered," "as directed,"or similar terms in
the Contract Documents indicate an exercise of professional judgment by the OPT.
2. Adjectives including or similar to "reasonable," "suitable," "acceptable," "proper,"
"satisfactory,"or similar adjectives are used to describe a determination of OPT
regarding the Work.
3. Any exercise of professional judgment by the OPT will be made solely to evaluate the
Work for general compliance with the Contract Documents unless there is a specific
statement in the Contract Documents indicating otherwise.
4. The use of these or similar terms or adjectives does not assign a duty or give OPT
authority to supervise or direct the performance of the Work,or assign a duty or give
authority to the OPT to undertake responsibilities contrary to the provisions of Articles
9 or 10 or other provisions of the Contract Documents.
Excerpt from Form 00 72 00 General Conditions-7
E. The use of the words"furnish," "install," "perform,"and "provide" have the following
meanings when used in connection with services, materials,or equipment:
1. Furnish means to supply and deliver the specified services, materials,or equipment to
the Site or other specified location ready for use or installation.
2. Install means to complete construction or assembly of the specified services,
materials,or equipment so they are ready for their intended use.
3. Perform or provide means to furnish and install specified services, materials,or
equipment,complete and ready for their intended use.
4. Perform or provide the specified services, materials,or equipment complete and ready
for intended use if the Contract Documents require specific services, materials,or
equipment,but do not expressly use the words"furnish," "install," "perform,"or
"provide."
F. Contract Documents are written in modified brief style:
1. Requirements apply to all Work of the same kind,class,and type even though the
word "all" is not stated.
2. Simple imperative sentence structure is used which places a verb as the first word in
the sentence. It is understood that the words"furnish," "install," "perform,"
"provide,"or similar words include the meaning of the phrase"The Contractor shall..."
before these words.
3. Unless specifically stated that action is to be taken by the OPT or others, it is
understood that the action described is a requirement of the Contractor.
G. Words or phrases that have a well-known technical or construction industry or trade
meaning are used in the Contract Documents in accordance with this recognized meaning
unless stated otherwise in the Contract Documents.
H. Written documents are required where reference is made to notices, reports,approvals,
consents, documents,statements, instructions, opinions or other types of communications
required by the Contract Documents. Approval and consent documents must be received
by Contractor prior to the action or decision for which approval or consent is given. These
may be made in printed or electronic format through the OPT's project management
information system or other electronic media as required by the Contract Documents or
approved by the OAR.
I. Giving notice as required by the Contract Documents may be by printed or electronic media
using a method that requires acknowledgment of the receipt of that notice.
ARTICLE 2—PRELIMINARY MATTERS
ARTICLE 3—CONTRACT DOCUMENTS: INTENT,REQUIREMENTS,REUSE
3.01 Intent
B. Provide equipment that is functionally complete as described in the Contract Documents.
The Drawings and Specifications do not indicate or describe all of the Work required to
complete the installation of products purchased by the Owner or Contractor. Additional
Excerpt from Form 00 72 00 General Conditions-8
details required for the correct installation of selected products are to be provided by the
Contractor and coordinated with the Designer through the OAR.
3.02 Reference Standards
B. Comply with applicable construction industry standards,whether referenced or not.
1. Standards referenced in the Contract Documents govern over standards not
referenced but recognized as applicable in the construction industry.
2. Comply with the requirements of the Contract Documents if they produce a higher
quality of Work than the applicable construction industry standards.
3. Designer determines whether a code or standard is applicable, which of several are
applicable,or if the Contract Documents produce a higher quality of Work.
3.03 Reporting and Resolving Discrepancies
3.04 Interpretation of the Contract Documents
A. Submit questions concerning the non-technical or contractual/administrative
requirements of the Contract Documents to the OAR immediately after those questions
arise. OAR is to provide an interpretation of the Contract Documents regarding these
questions and will coordinate the response of the OPT to Contractor.
B. Submit questions regarding the design of the Project described in the Contract Documents
to the OAR immediately after those questions arise. OAR is to request an interpretation of
the Contract Documents from the Designer. Designer is to respond to these questions by
providing an interpretation of the Contract Documents. OAR will coordinate the response
of the OPT to Contractor.
C. OPT may initiate a Modification to the Contract Documents through the OAR if a response
to the question indicates that a change in the Contract Documents is required. Contractor
may appeal Designer's or OAR's interpretation by submitting a Change Proposal.
ARTICLE 4—COMMENCEMENT AND PROGRESS OF THE WORK
ARTICLE 5—AVAILABILITY OF LANDS;SUBSURFACE AND PHYSICAL CONDITIONS; HAZARDOUS
ENVIRONMENTAL CONDITIONS
5.01 Availability of Lands
5.02 Use of Site and Other Areas
5.03 Subsurface and Physical Conditions
5.04 Differing Subsurface or Physical Conditions
A. Notify OAR immediately, but in no event later than 3 days,after becoming aware of a
subsurface or physical condition that is uncovered or revealed at the Site,and before
Excerpt from Form 00 72 00 General Conditions-9
further disturbing the subsurface or physical conditions or performing any related Work
that:
1. Establishes that the Technical Data on which Contractor is entitled to rely as provided
in Paragraph 5.03 is materially inaccurate;
2. Requires a change in the Drawings or Specifications;
3. Differs materially from that shown or indicated in the Contract Documents; or
4. Is of an unusual nature and differs materially from conditions ordinarily encountered
and generally recognized as inherent in work of the character provided for in the
Contract Documents.
Do not further disturb or perform Work related to this subsurface or physical condition,
except in an emergency as required by Paragraph 7.12, until permission to do so is issued
by OAR.
B. OAR is to notify the OPT after receiving notice of a differing subsurface or physical
condition from the Contractor. Designer is to:
1. Promptly review the subsurface or physical condition;
2. Determine the necessity of OPT's obtaining additional exploration or tests with respect
the subsurface or physical condition;
3. Determine if the subsurface or physical condition falls within one or more of the
differing Site condition categories in Paragraph 5.04.A;
4. Prepare recommendations to OPT regarding the Contractor's resumption of Work in
connection with the subsurface or physical condition in question;
5. Determine the need for changes in the Drawings or Specifications;and
6. Advise OPT of Designer's findings,conclusions,and recommendations.
C. OAR is to issue a statement to Contractor regarding the subsurface or physical condition in
question and recommend action as appropriate after review of Designer's findings,
conclusions, and recommendations.
5.05 Underground Facilities
A. The information and data shown or indicated in the Contract Documents with respect to
existing Underground Facilities at or adjacent to the Site is based on information and data
furnished to OPT by the owners of these Underground Facilities or by others. OPT is not
responsible for the accuracy or completeness of information or data provided by others
that OPT makes available to Contractor. The Contractor is responsible for:
1. Reviewing and checking available information and data regarding existing
Underground Facilities at the Site;
2. Complying with Laws and Regulations related to locating Underground Facilities before
beginning Work;
3. Locating Underground Facilities shown or indicated in the Contract Documents;
4. Coordinating the Work with the owners, including Owner, of Underground Facilities
during construction;and
Excerpt from Form 00 72 00 General Conditions-10
•
5. The safety and protection of existing Underground Facilities at or adjacent to the Site
and repairing damage resulting from the Work.
B. Notify the OAR and the owner of the Underground Facility immediately if an Underground
Facility is uncovered or revealed at the Site that was not shown in the Contract Documents,
or was not shown with reasonable accuracy in the Contract Documents. Do not further
disturb conditions or perform Work affected by this discovery,except in the event of an
emergency as required by Paragraph 7.12.
C. The Designer is to take the following action after receiving notice from the OAR:
1. Promptly review the Underground Facility and conclude whether the Underground
Facility was not shown or indicated in the Contract Documents,or was not shown or
indicated with reasonable accuracy;
2. Prepare recommendations to OPT regarding the Contractor's resumption of Work in
connection with this Underground Facility;
3. Determine the extent to which a change is required in the Drawings or Specifications
to document the consequences of the existence or location of the Underground
Facility;and
4. Advise OAR of Designer's findings, conclusions, and recommendations and provide
revised Drawings and Specifications if required.
D. OAR is to issue a statement to Contractor regarding the Underground Facility in question
and recommend action as appropriate after review of Designer's findings, conclusions,and
recommendations.
ARTICLE 6—BONDS AND INSURANCE
ARTICLE 7—CONTRACTOR'S RESPONSIBILITIES
ARTICLE 8—OTHER WORK AT THE SITE
ARTICLE 9—OWNER'S AND OPT'S RESPONSIBILITIES
9.01 Communications to Contractor
A. OPT issues communications to Contractor through OAR except as otherwise provided in the
Contract Documents.
9.02 Replacement of Owner's Project Team Members
A. Owner may replace members of the OPT at its discretion.
9.03 Furnish Data
A. OPT is to furnish the data required of OPT under the Contract Documents.
9.04 Pay When Due
A. Owner is to make payments to Contractor when due as described in Paragraphs 15.01.D
and 15.06.D.
Excerpt from Form 00 72 00 General Conditions-11
•
•
9.05 Lands and Easements; Reports and Tests
A. Owner's duties with respect to providing lands and easements are described in Paragraph
5.01. OPT will make copies of reports of explorations and tests of subsurface conditions
and drawings of physical conditions relating to existing surface or subsurface structures at
the Site available to Contractor in accordance with Paragraph 5.03.
9.06 Insurance
A. Owner's responsibilities with respect to purchasing and maintaining insurance are
described in Article 6.
9.07 Modifications
A. Owner's responsibilities with respect to Modifications are described in Article 11.
9.08 Inspections,Tests,and Approvals
A. OPT's responsibility with respect to certain inspections,tests, and approvals are described
in Paragraph 14.02.
9.09 Limitations on OPT's Responsibilities
A. The OPT does not supervise, direct,or have control or authority over, and is not responsible
for Contractor's means, methods,techniques, sequences,or procedures of construction,or
related safety precautions and programs,or for failure of Contractor to comply with Laws
and Regulations applicable to the performance of the Work. OPT is not responsible for
Contractor's failure to perform the Work in accordance with the Contract Documents.
9.10 Undisclosed Hazardous Environmental Condition
A. OPT's responsibility for undisclosed Hazardous Environmental Conditions is described in
Paragraph 5.06.
9.11 Compliance with Safety Program
A. Contractor is to inform the OPT of its safety programs and OPT is to comply with the
specific applicable requirements of this program.
ARTICLE 10—OAR'S AND DESIGNER'S STATUS DURING CONSTRUCTION
10.01 Owner's Representative
A. OAR is Owner's representative. The duties and responsibilities and the limitations of
authority of OAR as Owner's representative are described in the Contract Documents.
10.02 Visits to Site
A. Designer is to make periodic visits to the Site to observe the progress and quality of the
Work. Designer is to determine, in general, if the Work is proceeding in accordance with
the Contract Documents based on observations made during these visits. Designer is not
required to make exhaustive or continuous inspections to check the quality or quantity of
Excerpt from Form 00 72 00 General Conditions-12
the Work. Designer is to inform the OPT of issues or concerns and OAR is to work with
Contractor to address these issues or concerns. Designer's visits and observations are
subject to the limitations on Designer's authority and responsibility described in Paragraphs
9.09 and 10.07.
B. OAR is to observe the Work to check the quality and quantity of Work,implement Owner's
quality assurance program, and administer the Contract as Owner's representative as
described in the Contract Documents. OAR's visits and observations are subject to the
limitations on OAR's authority and responsibility described in Paragraphs 9.09 and 10.07.
10.03 Resident Project Representatives
A. Resident Project Representatives assist OAR in observing the progress and quality of the
Work at the Site. The limitations on Resident Project Representatives' authority and
responsibility are described in Paragraphs 9.09 and 10.07.
10.04 Rejecting Defective Work
A. OPT has the authority to reject Work in accordance with Article 14. OAR is to issue a
Defective Work Notice to Contractor and document when Defective Work has been
corrected or accepted in accordance with Article 14.
10.05 Shop Drawings, Modifications and Payments
A. Designer's authority related to Shop Drawings and Samples are described in the Contract
Documents.
B. Designer's authority related to design calculations and design drawings submitted in
response to a delegation of professional design services are described in Paragraph 7.15.
C. OAR and Designer's authority related to Modifications is described in Articles 11.
D. OAR's authority related to Applications for Payment is described in Articles 13 and 15.
10.06 Decisions on Requirements of Contract Documents and Acceptability of Work
A. OAR is to render decisions regarding non-technical or contractual/administrative
requirements of the Contract Documents and will coordinate the response of the OPT to
Contractor.
B. Designer is to render decisions regarding the conformance of the Work to the requirements
of the Contract Documents. Designer will render a decision to either correct the Defective
Work,or accept the Work under the provisions of Paragraph 14.04, if Work does not
conform to the Contract Documents. OAR will coordinate the response of the OPT to
Contractor.
C. OAR will issue a Request for a Change Proposal if a Modification is required. OAR will
provide documentation for changes related to the non-technical or contractual/
administrative requirements of the Contract Documents. Designer will provide
documentation if design related changes are required.
D. Contractor may appeal Designer's decision by submitting a Change Proposal if Contractor
does not agree with the Designer's decision.
Excerpt from Form 00 72 00 General Conditions-13
10.07 Limitations on OAR's and Designer's Authority and Responsibilities
A. OPT is not responsible for the acts or omissions of Contractor's Team. No actions or failure
to act,or decisions made in good faith to exercise or not exercise the authority or
responsibility available under the Contract Documents creates a duty in contract,tort,or
otherwise of the OPT to the Contractor or members of the Contractor's Team.
ARTICLE 11—AMENDING THE CONTRACT DOCUMENTS;CHANGES IN THE WORK
ARTICLE 12—CLAIMS
ARTICLE 13—COST OF THE WORK;ALLOWANCES;UNIT PRICE WORK
ARTICLE 14—TESTS AND INSPECTIONS;CORRECTION, REMOVAL,OR ACCEPTANCE OF DEFECTIVE
WORK
ARTICLE 15—PAYMENTS TO CONTRACTOR;SET-OFFS;COMPLETION;CORRECTION PERIOD
ARTICLE 16—SUSPENSION OF WORK AND TERMINATION
ARTICLE 17—FINAL RESOLUTION OF DISPUTES
ARTICLE 18—MISCELLANEOUS
END OF SECTION
Excerpt from Form 00 72 00 General Conditions-14
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. 2016-91412
Freese and Nichols, Inc.
Corpus Christi,TX United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 07/27/2016
being filed.
City of Corpus Christi Date Acknow edge : 11,
_ . U CI 1*,
3 Provide the identification number used by the governmental entity or state agency to track or identify the co�ttract,and p vide a
description of the services,goods,or other property to be provided under the contract.
MSA for Wesley Seale Dam
Provide engineering services for Master Svcs.Agreement to support Wesley Seale Dam Safety Inspection and Reporting,Sluice
Gate Rehab-Ph. 2, and Dewatering Study
Nature of interest
4
Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling I Intermediary
Gooch,Thomas Fort Worth,TX United States X
i Hatley,Tricia Oklahoma City,OK United States X
Payne,Jeff Dallas,TX United States X
I New,John San Antonio,TX United States X
Coltharp, Brian Fort Worth,TX United States X
Milrany,Cindy Fort Worth,TX United States X
Nichols, Michael Austin,TX United States X
Pence, Robert Fort Worth,TX United States X
Herchert, Robert Fort Worth,TX United States X
5 Check only if there is NO Interested Party. ❑
6 AFFIDAVIT I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct.
.,^:k` LISA BOGGS -
r Notary Public,State of Texas
11. r k
My Commission Expires c-_
\`-'�ai.4.' 06/25/2019 ',.Signature f authorized agent of contracting business entity
AFFIX NOTARY STAMP/SEAL ABOVE � '}
Sworn to and subscribed before me,by the said ^0� `j t V 2P c'✓" ,this the 2l day of J ,
20 (1/44 ,to certify which,witness my hand and seal of office.
iiLisat� 5 iJt- rSig alum cer admini4 oath Printed name of administering oath Title of offifacerdministering oath
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.277