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HomeMy WebLinkAboutC2018-200 - 4/25/2018 - NA CITY OF CORPUS CHRISTI CONTRACT FOR PROFESSIONAL SERVICES FOR PROJECT 18070A Greenwood Wastewater Treatment Plant Flood Mitigation 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 Alan Plummer Associates, Inc., a Texas corporation, 5934 South Staples Street, Suite 220, Corpus Christi, Nueces County, Texas 78413, (Consultant), hereby agree as follows: TABLE OF CONTENTS ARTICLE NO. TITLE PAGE ARTICLE I SCOPE OF SERVICES 2 ARTICLE II QUALITY CONTROL 3 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 7 ARTICLE X OWNER REMEDIES 7 ARTICLE XI CONSULTANT REMEDIES 8 ARTICLE XII CLAIMS AND DISPUTE RESOLUTION 8 ARTICLE XIII MISCELLANEOUS PROVISIONS 10 EXHIBITS 2018-200 4/25/18 Alan Plummer Associates Inc. Page 1 Rev.18-1 R11807OP GREENWOOD WNTP FLOOD MITIGATIONICONIRACT.DJC 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. The approved Scope of Services defines the services to be performed by Consultant under this Agreement. 1.2 Consultant shall follow City Codes and Standards effective at the time of the execution of the contract.At review milestones, the Consultant and City will review the progress of the plans to ensure that City Codes and Standards are followed 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. Upon request,Consultant must provide City with a list of all subconsultants that includes the services performed by subconsultant and the of work performed by subconsultant(in dollars). Changes in Consultant's proposed team as specified in the SOQ or Scope of Services must be agreed to by the City in writing. 1.4 Consultant shall not begin work on any phase/taskauthorized 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 necessaryforthe 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-D. 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 Consultants 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. 1.6.3 The Consultant agrees to assist the City in evaluating the qualifications of the prospective contractors, subcontractors and suppliers. 1.7 For projects that require subsurface utility investigation: 1.7.1 The Consultant agrees to prepare and submit to the City prior to the 60% submittal a signed and sealed report identifying all utilities within the project area at the Quality Level specified in Exhibits A and A- 1. It is assumed that all utilities will be identified using Quality Level A exploratory excavation unless stated otherwise. 1.7.2 Utilities that should be identified include but are not limited to utilities owned by the City, local franchises, electric companies, communication companies, private pipeline companies and 3'd party owners/operators. Page 2 Rev.18-1 N\ENGINEERING DATAEXCHANGEVENNIFERMASTEWATER,19°10A GREENWOOD wwro FLOOD mrtIGATIONCONTRACT.DOC • 1.8 For project with potential utility conflicts: 1.8.1 The Consultant agrees to coordinate the verification and resolution of all potential utility conflicts. 1.8.2 The Consultant agrees to prepare and submit a monthly Utility Coordination Matrix to the City. 1.9 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. 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. 2.3 Final construction documents that do not meet City standards in effect at the time of the execution of this Agreement may be rejected. If final construction documents are found not to be in compliance with this Agreement, 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 $49,700.00. 3.2 The Consultants fee will be on a lump sum or time and materials(T&M)basis as detailed in Exhibit A and will be full and total compensation for all services and for all expenses incurred in performing these services. Consultant shall submit a Rate Schedule with their proposal. City and Consultant agree that the Rate Schedule is considered confidential information that may be excluded from public disclosure under Texas Government Code Chapter 552 as determined by the Texas Attorney General. 3.3 The Consultant agrees to complete the Scope of Services in accordance with the approved project schedule and budget as defined in Exhibit A, including completing the work in phases defined therein. 3.4 The Director of Engineering Services may request the Consultant to undertake additional services ortasks 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 Consultants 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. Page 3 Rev.18-1 K:\ENGINEERING DATAEXCHANGEVENNIFER\WASTEWATEW I8DIDA GREENWOOD MY-TR FLOOD MITIGATIONACONTRACT DOC • 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; 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 mason 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 oras 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. The right to suspend work under this provision does not relieve the City of its obligation to make payments in accordance with section 3.5 above for services provided up to the date of suspension. 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). Page4 Rev 18-1 ✓'.ENGINEERING DATAEXGHANGEUENN,FER,WASTEWATEM1 emaA GREENWOOD WWTF FLOOD MITIGAnomc9NTRACT.DOC • 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 underthis 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 ten business days of becoming aware of a factor that may affect the Consultants 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. 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 markelconditions,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. ARTICLE VI —INSURANCE REQUIREMENTS 6.1 Consultant must not commence work underthis 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,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 Page 5 Rev.18-1 N\ENGINEERING OATAEXCHA NOEV E NN I FEF\WASTEWATER\I0070A GREENWOOD W WTP FLOOD MITI GATI ON1CONT PACT DOC Consultant or its agent, Consultant under contract or another entity over which Consultant exercises control while in the exercise of rights or performance of the duties under this agreement.This indemnification does not apply to any liability resulting from the negligent acts or omissions of the City or its employees, to the extent of such negligence. Consultant shall defend Indemnitee, with counsel satisfactory to the City Attorney, from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and court costs, if the claim is not based wholly or partly on the negligence of, fault of or breach of contract by Indemnitee. If a claim is based wholly or partly on the negligence of, fault of or breach of contract by Indemnitee,the Consultant shall reimburse the City's reasonable attorney's fees in proportion to the Consultant's liability. Consultant must advise City in writing within 24 hours of any claim or demand against City or Consultant known to Consultant related to or arising out of Consultant's activities under this Agreement. ARTICLE 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. Page 6 Rev.18-1 M:\ENGINEERING DATAEXCHANGE\JENNIFER\WASTEWATEW 18070A GREENWOOD W W TP FLOOD MITIGATION\CONTRACT DOC 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 Consultants 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. 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 orexamination. 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. Page 7 Rev 18-1 K\ENGINEERING DATAENC HANG Eu ENNI F ER\WAG TEWAT ER„8070A GREENWOOD W W TP FLOOD MITI GATIO MC ONTRACT.DOC • 10.2 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 Consultants response. 10.3 The Consultant may be required to revise bid documents and re-advertise the Project at the Consultants 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. 10.4 The City may withhold or nullify the whole or part of any payment as detailed in Article Ill. 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, (ll) 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 Page 8 Rev.18-1 M\ENGINEERING DATAEXCNANGEVENNIFER,WASrewATER,18070A GREENWOOD VIwTP FLOOD MTIGATION\CONTRACT.DOC 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. 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. Page 9 Rev.18-1 K.\ENGINEERING DATAEXCHANGEUENNIFER\WASTEW ATER\\801GA GREENWOOD WWTP FLOOD MITIGATIONCONTRACT DOC • 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 oras 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 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 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 Independent Contractor. The relationship between the City and Consultant under this Agreement shall be that of independent contractor. City may explain to Consultant the City's goals and objectives in regard to the services to be performed by Consultant, but the City shall not direct Consultant on how or in what manner these goals and objectives are to be met. 13.6 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. 13.7 No Third Party Beneficiaries. Nothing in this Agreement can be construed to create rights in any entity other than the City and Consultant. Neither the City nor Consultant intends to create third party beneficiaries by entering into this Agreement. 13.8 Disclosure of Interest. Consultant agrees to comply with City of Corpus Christi Ordinance No. 17112 and complete the Disclosure of Interests form. 13.9 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. Form 1295 must be electronically filed with the Texas Ethics Commission at https://www.ethics.state.tx.us/whatsnewielf_info_form1295.htm. The form must then be printed,signed and filed with the City. For more information, please review the Texas Ethics Commission Rules at https://AwN.ethics.state.tx.us/legal/ch46.html. Page 10 Rev.18-1 N\ENGINEERING DATAEXCNANGEVENNIFER\WASTEWFTER‘1807DA GREENWOOD W WTP FLOOD MIT,GATIONICONTRACT DOC 13.10 CQr}fhct 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.cctexa s.comlgove rn menUcity-secreta ry/conflict-di sdosureh ndex. 13.11 Controllino 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. 13.12 Severability. If,for any reason, any one or more Articles and/or paragraphs of this Agreement are held Invalid or unenforceable, such invaNdity 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 unenforceabillty 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. 13.13 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 Articles I-XIII of this Agreement(Articles), the Articles shall take precedence and control to resolve said conflict. CITY OF CORPUS CHRISTI ALAN PLUMMER •SSOCIATES,INC. Margie C. Rose bate Rex H. Hunt, •.E. ate City Manager Principal 5934 South Staples Street,Suite 220 Corpus Christi,TX 78413 /AZ/ (361)356-8412 Office Mark Van Vleck o rhunt©apaienv.com Assts :: t City -, . , :r vim`►`� ) 1 t) , ' �1 Va$ H.Gray, • Date Exe a '' • • • ' Pubic W'1 s tr.„ _ A-AK,/ / eff H. Edmonds,P. E. 4.:.e Director of Engineering Services APPROVED AS TO LEGAL FORM / Project Name Greenwood WWTP Flood Litigation �lr�ils2.1aa� 3/29/2018 Project Number 18070A slant City Attorney Date Accounting Unit 4254042 Account b50950 Activity 18070-A-4254-EXP Account Category 50950 Fund Name Wastewater 2015 Amount$49J00.0Q Page 11 Rev.18.1 lE1 3WEERWG OAT 4EXCNMYELEIW(FERIWISTE WATER11e070A GREENWOOD WWTP Ft000 Y?IOATIOMhCONTRACf DOC Agreement for Professional Services APA]Project No.: 2011-15201 Exhibit"A" CLIENT of Corpus Christi, Texas Greenwood Wastewater Treatment Plant Facility Flood Mitigation Project— Preliminary Levee Soils investigation and Initial Master Planning Coordination Project No. E1B070A Scope of Services Project Description The City of Corpus Christi (CLIENT) has experienced flooding at the Greenwood Wastewater Treatment Facility (WWTF) in the past, which has caused damage of treatment units and equipment within the WWTF. The CLIENT would like to have improvements made to the plant to mitigate flooding of the plant caused by La Voila Creek. One potential aspect of flood mitigation could be to utilize soil that is planned to be excavated from the floodplain of La Voila Creek adjacent to the Greenwood WWTF to construct a flood- protection levee around the WWTF. However, it is not known at this time whether the soil is suitable for levee construction. Therefore, the CLIENT has requested that Alan Plummer Associates, Inc., (ENGINEER) perform a preliminary exploratory geotechnical investigation on thesoil that is anticipated to be removed in order to gain some understanding of its characteristics and potential utility in levee construction. This scope of services includes a preliminary evaluation of the suitability of soils adjacent to the Greenwood WWTF for use as a potential levee at the plant. The soils evaluation includes a preliminary geotechnical investigation to be performed primarily by the ENGINEER's sub- consultant SUBCONSULTANT Engineering, Inc. (SUBCONSULTANT), estimation of soil volumes that may be available for a future levee, and preliminary recommendations for managing the excavated soils on nearby property until it can be further evaluated at a later time. In addition to the preliminary geotechnical investigation, CLIENT has requested that the scope include initial work associated with the preliminary phase of the Greenwood Flood Mitigation Project and coordination on The master planning effort for the facility. Therefore, a task has been included to address initial planning meetings with the CLIENT and other consultants for the Greenwood WWTF. A. BASIC SERVICES Basic Services includes the following anticipated tasks: Task A: Preliminary Geotechnical Investigation Task B: Preliminary Assessment of Available Soil Volumes and Memorandum of Recommendations Task C: Coordination of Initial Greenwood WWTF Flood Mitigation Conceptual Design with Process Master Plan Effort Each Task is described below. Exhibit A Page 1 of 6 Alen Plummer Associates.Inc. A-1 Agreement for Professional SeMces APAI Project No.: 2017-152-01 Task A: Preliminary Geotechnical Investigation This task will be performed primarily by the SUBCONSULTANT, whose scope and budget to ENGINEER are provided in Exhibit A for reference. The geotechnical sampling and testing program described is preliminary in nature. If the results of the preliminary program do not eliminate from further consideration the soil from the La Volla Creek drainage improvements as potential levee material, additional sampling and testing of any soil from the drainage improvement project anticipated to be used in a levee for the Greenwood WWTF flood mitigation project will be necessary prior to final levee design. In addition, soil testing during levee placement will be necessary in order to continue in establish the suitability of soil used, as well as verify construction. SUBCONSULTANT proposes to provide the following services for this project: 1. Site Visit. ENGINEER and SUBCONSULTANT will participate in site visit with the CLIENT to discuss project goals and objectives, and observe existing conditions within the La Volla Creek drainage improvement area. Access to the site is limited at this time by a heavy undergrowth of vegetation, preventing access to a significant portion of the property to be excavated. Therefore, the site visit will occur after the contractor for the La Voila Creek drainage improvement project has substantially completed the task of removal of the vegetation from the site. The objective of the site visit is to determine, with CLI ENT's concurrence, what areas of the site will be accessed by a drill rig or other appropriate geotechnical exploration equipment for this project. Results of the field reconnaissance will be documented in a site visit report by SUBCONSULTANT.The site _ - visit report will include SUBCONSULTANT's recommendations for proceeding to more rigorous field sampling and associated laboratory testing under Sub-task 2. 2. Development of Geotechnical Sampling and Testing Plan. Based on the results of Sub-task 1 and review of the engineering plans for the La Voila Creek drainage improvement project, SUBCONSULTANT will develop a geotechnical sampling and testing plan. The plan will outline the recommendations for the locations and number of shallow borings, and associated index testing,for assessment of the competency of the soils for use as borrow material for future levee construction at the Greenwood WWTF. The plan will then be available for the CLIENT to engage a third-party geotechnical consultant for obtaining the field borings, performing laboratory testing, and providing a geotechnical report summarizing the field sampling and laboratory testing. SUBCONSULTANT has budgeted for one day in the field to observe the borings and recommend any needed adjustments to the sampling and testing plan based on field observations of the actual soils encountered. 3. Evaluation of Potential Borrow Material for Levee. ENGINEER and SUBCONSULTANT will review the results of the geotechnical sampling and testing performed under Sub-task 2 and provide preliminary recommendations to the CLIENT regarding the competency of the soils for future levee construction. Task B: Preliminary Assessment of Available Soils Volumes and Memorandum of Recommendations This task involves estimating the potential yield of competent material available and suitable for levee construction for the Greenwood WWTF flood mitigation project. ENGINEER and SUBCONSULTANT will also provide a conceptual estimate for the approximate yield of competent material versus waste material that would not be suitable for levee construction. Exhibit A Page 2 of 6 Alen Plummer Assoeeten,hit. A-2 Agreement for Professional Services APN Project No.: 2017-152.51 Recommendations will include potential methods for material management and stockpiling, including possible methods for separating topsoil from deeper borrow material. Soils volume estimates will be based on results of the borings extrapolated over the area to be excavated according to the La Voila Creek drainage improvement project plans. The results of Task A will be presented in a brief technical memorandum.The memorandum will include ENGINEER'S and SUBCONSULTANT's preliminary recommendations for utilizing soils from the La Voila Creek drainage improvement project as potential borrow material for future levee construction at the Greenwood WWTF. The report will be submitted in draft and final format. Task C: Coordination of Initial Greenwood WWTF Flood Mitigation Conceptual Design with Process Mester Plan Effort This task involves initial work on the Greenwood WWTF Flood Mitigation Conceptual Design for coordination with the Greenwood WWTF Process Master Plan. The following scope items are included: 1. Visit plant site and hold an interview meeting with plant operations and maintenance staff. Observe existing conditions at the WWTF, particularly with respect to assets that have previously been impacted by flooding, potential locations and alignments of perimeter flood barriers, general condition of structural foundations, locations of existing pump stations, and interior drainage features. CLIENT will make available City staff familiar with the day-to-day operations and maintenance of the facility who can provide background information on flooding issues, improvement needs and maintenance challenges. 2. Workshops (2) with CLIENT and Engineering Team for Master Plan Coordination — participate in up to two design workshops to assist with coordination of Greenwood Process Master Plan. 3. Gather and review readily-available existing data such as topography, flood elevations as a function of return period, rainfall data, previous drainage studies for La Volta Creek and Oso Creek, the CLIENT's drainage improvements construction plans and/or record drawings for La Volta Creek and sea level rise rates, potential utility conflicts, ROW's, and easements. 4. Identify and document data gaps based on the results of above subtasks 1 through 3, and provide recommendations for needed data collection or acquisition. 5. Identify potential for flooding at Greenwood W WTF —Through application of information gathering, apply available topographic data with FEMA's preliminary still-water and Base Flood Elevations to characterize the risk of flooding at the existing WWTF under 10, 50, 100 and 500-year return period flood levels. Results will be plotted on GIS maps for cursory identification of the needed locations, alignment and height of flood protection structures, asset relocation, or dry-proofing measures. Exhibit A Page 3 of 6 Alen Plummer Associates,Inc. A-3 Agreement for Proleesional Services APAI Project No.: 2011-152-01 B. SCHEDULE The following deliverables are associated with Tasks A and B(i.e., the geotechnical investigation). Submittal Delivery Schedule Site visit Conduct approximately one week after authorization to proceed Geotechnical Sampling Submit to CLIENT approximately one week after site visit and Testing Plan Draft Memorandum of Submit to CLIENT approximately 2 weeks after receipt of test Recommendations results from CLIENT's third party geotechnical consultant Final Memorandum Submit to CLIENT approximately one week after receiving comments on Draft Memorandum from CLIENT The schedule for Task C will be established in coordination with the CLIENT C. FEE The CLIENT will pay the ENGINEER a fixed fee of $49,700 for 'Basic Services" described above and in Exhibit A. The fees for Basic Services will not exceed those identified and will be full and total compensation for all services outlined in BASIC SERVICES above, and for all expenses incurred in performing these services. The fee for this project is subject to the availability of funds. The Engineer may be directed to suspend work pending receipt and appropriation of funds. For services provided in BASIC SERVICES, ENGINEER will submit monthly statements for basic services rendered. In BASIC SERVICES, the statement will be based upon ENGINEER's estimate (and CLIENT concurrence) of the proportion of the total services actually completed at the time of billing. CLIENT will make prompt monthly payments in response to ENGINEER's monthly statements. ADDITIONAL SERVICES (see below), if requested by CLIENT, will be invoiced on a time and materials basis, at the rates described in Exhibit B. D. ADDITIONAL SERVICES AND ASSUMPTIONS Various ADDITIONAL SERVICES incidental to the Project, but not within the scope of the Basic Engineering Services covered, which may be performed or arranged for separately by the CLIENT, or may be added to the Engineer's responsibilities by mutual agreement and written authorization, include, but are not necessarily limited to, the following: 1. Other services not included in Basic Services that are approved by the CLIENT. 2. Additional site visits for geotechnical investigation beyond those provided above. 3. Additional site visits for meetings or inspections beyond those provided above. 4. Services known to be required for completion of the Project that the CLIENT agrees are to be furnished by the ENGINEER or by a SUBCONSULTANT that cannot be defined sufficiently at this time to establish the maximum compensation. 5. If, at the time of the site visit, it is determined that access by appropriate geotechnical exploration equipment requires the use of heavy equipment to create a temporary access road to proposed exploration sites, the CLIENT Exhibit A Page 4 of 6 Alen PWrmner Associates.Inc. A-4 Agreement for Profeeerenal SeMcae APAI Project No.: 2017-152-01 agrees to furnish such equipment and manpower or to authorize ENGINEER to secure such equipment and manpower. 6. It is understood that a certain amount of soil will be excavated during construction of the La Voila Creek Drainage project.The above scope of work is Intended to provide an initial assessment regarding the feasibility of using a portion of these removed soils as future levee material at the Greenwood WWTF. However, it should be clearly understood that final determination on their suitability can only be made after the levee section/configuration has been established, which, at a minimum, would include strength and permeability testing of any segregated/stockpiled soils, as well as geotechnical analyses to confirm both stability and seepage control of the future levee section. 7 The geotechnical sampling and testing program described in this scope of services is preliminary in nature. if the results of the preliminary program do not eliminate from further consideration the soil from the La Voile Creek drainage improvements as potential levee material, additional sampling and testing of any soil from the drainage improvement project anticipated to be used in a levee for the Greenwood WWTF Flood Mitigation project will be necessary prior to and/or during final levee design. 8. Geotechnical sampling and testing will be performed by a third-party consultant directly under contract with the CLIENT. 9. The curent construction plans for the La Voila Creek drainage Improvement project will be provided to ENGINEER and SUBCONSULTANT by CLIENT. 10. This scope does not include development of a levee design template or estimation of required levee volumes. 11. SUBCONSULTANT's scope does not Include analysis of potential floodplain Impacts associated with the La Voile Creek drainage improvement project or with construction of temporary material stockpiles within the floodplain. 12. Basic Services exclude pemlifting/regulatory support, geotechnical sampling and testing, floodplain evaluations, engineering design, cost estimates, and preparation of construction plans and specifications. Exhibit A Page 5 of 6 Alan Plummer Associates,Inc. A-5 Agreement for Professional SeMoee APAI Project No: 2011-152-01 ALAN PLUMMER ASSOCIATES, INC. HOURLY FEE SCHEDULE 2018 Staff Description Staff 2018 Rate Code Admin Staff A1-A3 $ 90.00 Senior Admin Staff A4 $ 120.00 Designer/Technician C1-C2 $ 90.00 Designer/Technician C3 $ 115.00 Senior Designer/Technician C4 $ 140.00 Electrical Engineer EE1 $ 145.00 Senior Electrical Engineer EE2 $270.00 Engineer/Scientist Intern ESO $ 60.00 Engineer-in-Training/Scientist-in-Training ES1-ES2 $ 110.00 Engineer-in-Training/Scientist-in-Training III ES3 $ 125.00 Project Engineer/Scientist ES4 $ 140.00 Senior Project Engineer/Scientist ES5 $ 170.00 Project Manager ES6 $ 195.00 Senior Project Manager ES7 $240.00 Principal ES8-ES9 $290.00 Billing rates may be adjusted by up to 4 percent annually(at the beginning of each calendar year)during the term of this agreement. A multiplier of 1.15 will be applied to all direct expenses A technology charge will be billed at$5 per labor hour. Exhibit A Page 6 of 6 Alan Plummer Associates,Inc B-1 Basic Services: Preliminary Phase Design Phase Bid Phase Construction Phase Subtotal Basic Services Additional Services: Permitting Warranty Phase Inspection Platting Survey O & M Manuals SCADA Subtotal Additional Services Summary of Fees: Basic Services Fees Additional Services Fees Total of Fees Contract Amd No. 1 COMPLETE PROJECT NAME Project No. XXXX Invoice No. 12345 Invoice Date 01/01/2017 Amd No. 2 Total Contract $1,000.00 $0.00 $0.00 $1,000.00 $2,000.00 $1,000.00 $0.00 $3,000.00 $500.00 $0.00 $250.00 $750.00 $2,500.00 $0.00 $1,000.00 $3,500.00 $6,000.00 $1,000.00 $1,250.00 $8,250.00 $0.00 $2,000.00 $0.00 $0.00 $2,000.00 $0.00 $1,120.00 $0.00 $1,120.00 $0.00 $0.00 $1,627.00 $1,627.00 TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD $2,000.00 $1,120.00 $1,627.00 $4,747.00 $6,000.00 $1,000.00 $1,250.00 $8,250.00 $2,000.00 $1,120.00 $1,627.00 $4,747.00 $8,000.00 $2,120.00 $2,877.00 $12,997.00 Current Invoice Previous Invoice Total Invoice $0.00 $1,000.00 $1,000.00 $1,000.00 $500.00 $1,500.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $1,000.00 $1,500.00 $2,500.00 0.0% $500.00 $0.00 $500.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 TBD TBD TBD TBD TBD TBD TBD TBD TBD $500.00 $0.00 $500.00 $1,000.00 $1,500.00 $2,500.00 $500.00 $0.00 $500.00 $1,500.00 $1,500.00 $3,000.00 Notes: If needed, update this sample form based on the contract requirements. If applicable, refer to the contract for information on what to include with time and materials (T&M). Sample form for: Payment Request AE Contract Revised 02/01/17 Remaining Balance Percent Complete $0.00 100.0% $1,500.00 50.0% $750.00 0.0% $3,500.00 0.0% $5,750.00 30.3% $1,500.00 25.0% $1,120.00 0.0% $1,627.00 0.0% TBD TBD TBD TBD TBD TBD $4,247.00 10.5% $5,750.00 30.3% $4,247.00 10.5% $9,997.00 23.1% EXHIBIT B Page 1 of 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 In the event of a change in insurance coverage, Consultant shall be required to submit a copy of the replacement certificate of insurance to City at the address provided below within 10 business days of said change. Consultant shall pay any costs resulting from said changes. All notices under this Article shall be given to City at the following address: Contract for Professional Services 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 If the policy is cancelled, other than for nonpayment of premium, notice of such cancellation will be provided at least 30 days in advance of the cancellation effective date to the certificate holder. 1.6.2 If the policy is cancelled for nonpayment of premium, notice of such cancellation will be provided within 10 days of the cancellation effective date to the certificate holder. 1.7 Within five(5)calendar days of a suspension,cancellation or non-renewal of coverage,Consultant shall notify City of such lapse in coverage and 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 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. Contract for Professional Services