HomeMy WebLinkAboutC2018-274 - 6/29/2018 - NA CITY OF CORPUS CHRISTI
CONTRACT FOR PROFESSIONAL SERVICES
FOR PROJECT (No./Name) T17038 - Participation & Mobility Improvements (Bond 2016)
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., 800 N. Shoreline, Suite 1600N, Corpus Christi, Nueces,
Texas 78401 (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
Contract for Professional Services
Page 1 of 12
2018-274
6/29/18
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. 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/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.
•o
otherwise:
owners/operators,
Contract for Professional Services
Page 2 of 12
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 $48,405.00.
3.2 The Consultant's fee will be on a lump sum or time and materials(T&M) basis as detailed in ExhibitA and
will be full and total compensation for all services and for all expenses incurred in performing these services.
Consultant shall submit a Rate Schedule with their proposal. City and Consultant agree that the Rate Schedule is
considered confidential information that may be excluded from public disclosure under Texas Government Code
Chapter 552 as determined by the Texas Attorney General.
3.3 The Consultant agrees to complete the Scope of Services in accordance with the approved project schedule
and budget as defined in Exhibit A, including completing the work in phases defined therein.
3.4 The Director of Engineering Services may request the Consultant to undertake additional services or tasks
provided that no increase in fee is required. Services or tasks requiring an increase of fee will be mutually agreed
and evidenced in writing as an amendment to this contract. Consultant shall notify the City within three(3)days of
notice if tasks requested requires an additional fee.
3.5 Monthly invoices will be submitted in accordance with the Payment Request as shown in Exhibit B. Each
invoice will include the Consultant's estimate of the proportion of the contracted services completed at the time of
billing. For work performed on a T&M Basis,the invoice shall include documentation that shows who worked on the
Project, the number of hours that each individual worked, the applicable rates from the Rate Schedule and any
reimbursable expenses associated with the work. City will make prompt monthly payments in response to
Consultant's monthly invoices.
3.6 Principals may only bill at the agreed hourly rate for Principals (as defined in the Rate Schedule) when
acting in that capacity. Principals acting in the capacity of staff must bill at applicable staff rates.
Contract for Professional Services
Page 3 of 12
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.
310 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. 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).
4.2
approved-changes,
Contract for Professional Services
Page 4 of 12
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 ten
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.
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-OPcdoes 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 Consultants
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 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,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
Contract for Professional Services
Page 5 of 12
•
•
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.
Contract for Professional Services
Page 6 of 12
•
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.
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
Contract for Professional Services
Page 7 of 12
documents.
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 Consultant's response.
10.3 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.
10.4 The City may withhold or nullify the whole or part of any payment as detailed in Article III.
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
Contract for Professional Services
Page 8 of 12
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.
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.
Contract for Professional Services
Page 9 of 12
•
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
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
.,. p 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.
13.10 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
Contract for Professional Services
Page 10 of 12
need to file a Form CIQ, please review the information on the City Secretary's website at
http://www.cctexas.com/govern ment/city-secretary/conflict-disclosure/index.
13.11 Boycott Israel. As required by Chapter 2270, Government Code, Consultant hereby verifies that it does not
boycott Israel and will not boycott Israel through the term of this Agreement. For purposes of this verification,
"boycott Israel" means refusing to deal with, terminating business activities with, or otherwise taking any action that
is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a
person or entity doing business in Israel or in an Israeli-controlled territory, but does not include an action made for
ordinary business purposes.
13.12 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.
13.13 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.
13.14 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 l-XIII of this Agreement(Articles),
the Articles shall take precedence and control to resolve said conflict.
CITY OF CORPUS CHRISTI FREESE AND NICHOLS, INC.
�
jig"
6/11/2018
Samuel "Keith" e m.n (►iate) on Guzman, P.E. (Date)
Interim City Manager 800 N. Shoreline, Suite 1600N
Corpus Christi, TX 78401
(361) 561-6500 Office
(361) 651-6501 Fax
rg@freese.com
RECOMMENDED
/Zj/R 62/44
Mark Van Vleck Da e)
As ant Cty Manag:r
61) (4?). litb
V_1=rie H. Gray, P.E. i fat-
Executive D ector : bli- Wok
7(4
Jeff H. .dmonds, P. . (irate
Director of Engineering Services
Contract for Professional Services
Page 11 of 12
APPROVED
4I 2018.06.18 09:26:20
' -05'00'
Assistant City Attorney Date
Fund Name Accounting Account Activity No. Amount
Unit No.
ST2018 GO BD 16 3554-051 550950 T17038-01-3554 $48,405.00
Total $48,405.00
Contract for Professional SeMees
Page 12 of 12
•
innovat;ve approaches
rlfREESE 1ZNICHOLS Practical results
a Outstacndinggservice
800 N.Shoreline Blvd.,Suite 1600N • Corpus Christi,Texas 78401 • 361-561-6500 • fax 361-561-6501 www.freese.com
May 16, 2018
Mr. Jeff Edmonds, P.E.
Director of Engineering Services
City of Corpus Christi
P. 0. Box 9277
Corpus Christi,TX 78469-9277
Re: T17038 TxDOT Participation & Mobility Improvements Proposal (Bond 2016)
Dear Mr. Edmonds,
Freese and Nichols, Inc. (FNI) is pleased to provide our professional services proposal for the 2018 Highway
Safety Improvement Program (HSIP). This project will include the work to be completed for the submittal of
applications to the Texas Department of Transportation's 2018 Highway Safety Improvement Program (HSIP)
for off-system projects. Proposed HSIP projects and corrective actions have been identified by the City's
Street Operations Department at eleven (11) locations: It is our understanding that the City's intent is to
issue a Small A/E contract to FNI which will allow us to commence design development activities on this
project. Future design of these locations will be contingent on the City's receipt of HSIP funding through
TxDOT. The project scope will include the following activities:
Basic Services:
A. Preliminary Phase
The following potential eleven (11) locations will be considered for HSIP funding applications:
STREET BEGIN END HSIP CODES*, SPECIFIC IMPROVEMENTS
Horne Port Ayers 108, 111, 138: Improve Traffic Signals, Interconnect Signals,
Road Avenue Street Install Flashing Yellow Arrow (FYA)
Tarlton Port Port 108, 111, 131, 138: Improve Traffic Signals, Interconnect
Street Avenue Avenue Signals, Improve Pedestrian Signals, Install FYA
Greenwood Holly Road Days End 108, 111, 131, 138: Improve Traffic Signals, Interconnect
Drive Drive Signals, Improve School Zone, Install FYA
Baldwin Port Airport 108, 111, 131, 138: Improve Traffic Signals, Interconnect
Boulevard Avenue Road Signals, Improve Pedestrian Signals, Install FYA
•
Waldron Castle Park Sandy 108, 111, 131, 133, 138: Improve Traffic Signals,
Road Drive Oaks Interconnect Signals, Improve Pedestrian Signals, Improve
Drive School Zone, Install FYA
McArdle Staples Kostoryz 108, 111, 131, 133, 138: Improve Traffic Signals,
Road Street Road Interconnect Signals, Improve Pedestrian Signals, Improve
School Zone, Install FVA
Staples Holly Road Staples 108, 111, 131, 138: Improve Traffic Signals, Interconnect
Street Street Signals, Improve Pedestrian Signals, Install FVA
Flour Bluff Glen Oak SPID 304:Safety Lighting
Drive Drive
Airline Ocean McArdle 108, 111, 138: Improve Traffic Signals, Interconnect Signals,
Road Drive Road Install FYA
Kostoryz Masterson Masterson 107: Install Traffic Signal
Road Drive Drive
Everhart Congress- Holly 108, 111, 131: Improve Traffic Signals, Interconnect Signals,
Road Tonal Drive Road Improve Pedestrian Signals
*HSIP WORK CODE TABLE
CATEGORY CODE DESCRIPTION OF WORK DEFINITION OF WORK
Signing and Signals 107 Install Traffic Signal Provide a traffic signal where none existed previously. _
Signing and Signals 108 Improve Traffic Signals Modernize existing intersection signals to current design
standards.
Signing and Signals 111 Interconnect Traffic Signals Provide a communication link between two or more
adjacent signals in a corridor.Specify all signalized
intersections to be included in the interconnection.
Signing and Signals 131 Improve Pedestrian Signals Bring existing pedestrian signal units into conformance
with current standards.
Signing and Signals 133 Improve School Zone Improve an existing school zone by upgrading signing,
pavement markings or signals.
Signing and Signals 138 Install Flashing Yellow Arrow Modernize existing intersection signals by adding a flashing
_ yellow arrow indication.
•
Resurfacing and 304 Safety Lighting Provide roadway lighting,either partial or continuous,
Roadway Lighting where either none existed previously or major
improvements are being made.
Work Tasks
1. Meeting#1. Meet with City staff to discuss potential needed improvements at the 11 target
locations and clarify issues that need improvement at each location. Identify the deliverables
needed from FNI as part of the application to include diagrams of the project locations,
description of the proposed improvements,and costs of the major capital, right-of-way,design
and administrative items of the project. Discuss the timeline for deliverables to the City staff and
the overall timeline of City approvals and submittal to TxDOT.
2. Field Assessment. Field review each of the 11 improvement locations to assess and photo
catalog the existing conditions for targeted improvements.Arrange to accompany city staff for
the field visits. City to perform verification of existing light levels for lighting projects.
3. Information Compilation. For each of the 11 projects, obtain the necessary CAD files,traffic
engineering reports(e.g.,warrant studies)and documents to produce the deliverables.
4. First Draft of HISP Project Submissions. Prepare the necessary diagrams, descriptions and initial
cost estimates to represent a draft application for comparison of the 11 candidate project
submittals.
5. Meeting#2. Meet with City staff to review the draft project applications and discuss the relative
merits of each and their potential for selection for funding under HSIP and the amount of local
funding that would be required for each. Receive direction from City staff regarding which of the
11 locations to advance into final preparation of HSIP applications.
6. Completion of Required HSIP Submission Files. Prepare the necessary diagrams,typical sections
(existing& proposed), intersection layouts,signal warrant studies and other documentation that
would be required to adequately represent the intended improvements in the application.The
deliverables to be provided to the City for insertion into the City's application to TxDOT include:
• HSIP Submission Form
• Cost Estimates
a. Detailed,for City review and
b. Summary,for submission with application
• Intersection Layouts sufficient to represent proposed improvements
• Project descriptions and listing of improvements
• Lighting Plan,with Photometric File/Exhibit,as appropriate for each project
7. Meeting 413. Meet with City staff to review the application submission prior to submittal to City
Council in advance of submitting to TxDOT.
8. Final HSIP Application for City Council Approval. Make modifications to the HSIP Application to
incorporate City review comments,as needed.Assist City staff to prepare application materials
for City Council review and approval and commitment of local funds should projects be selected
for HSIP funding.
9. Final HSIP Project Submission to TxDOT. Make modifications to the HSIP Application to
incorporate City review comments, as needed.
The City staff will:
a) Assign a project manager to oversee the project
b) Provide all relevant data or guidance required to support the HSIP applications
c) Provide a copy of existing traffic warrant studies and plans. (as available)
d) Review and comment on the draft applications
e) Provide all traffic counts and peak hour turning movement counts needed
f) Provide needed measurements of existing light levels for lighting improvements
g) Provide all relevant ROW data. Topographic and ROW survey is not included in this scope.
Schedule
Date Activity
Notice to Proceed May 16, 2018 (anticipated)
Complete Work Tasks 1 through 4 June 29, 2018 (or 6 weeks after receipt of Notice
to Proceed)
Present to City Council (tentative) July 17, 2018
Submit HSIP 2018 Funding Application to August 15, 2018
TxDOT
Fee
Freese and Nichols, Inc. proposes to perform the scope of services listed above for the lump-sum fee of
$48,405 as shown in the table below:
Basic Services Fees
1. Preliminary Phase $48,405
Total Authorized Fee $48,405
We look forward to working with your team on this project. Please feel free to contact me at
361.561.6500 if you have any questions.
Respectfully,
Freese and Nichols, Inc.
T2 (2)10.4-7.
Ron Guzman, P.E.
Vice President/Principal
Attachments
do 0 0 0 0 0 0 0 ❑ ❑ ❑ 0 o a r
C y 0 0 0 0 m O O O m m m u) co in r
°) UOOOM OO - H H r 0 ci
a- O Uj N CO N
E oEo
y c r
re U o a U
0) C
aE
E E .a co 0 0 0 0 0 0 0 0 m m 0 0 0 0 0
CO d 0 E y 0 0 0 0 0 0 o H H H H r O r r
a: C O M O to O in O N N V N V 0
'E C N r� N r kr) r co
r f` r N O)
E
A f9 t"1W S f9 rM fA fA *a ro mW
M m
0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
y o 0 0 0 0 0 0 o m m m o 0 0 0
0 0 0 0 0 0 0 0 o H H F- 0 0 0 0
O o U0) to to N N to to LU N N O
H
• 7 H
y) 0 0 0 0 0 0 0 0 m m m 0 0 0 0
J d 0 0 0 0 0 0 o O H H H O O O o
O O O 0 f9 19 O to H 69 f9 0 5 0
'7 0 0 in )O )O N
16; 6
LI
0 0 0 0 0 0000000 0 0 0
y o o 0 0 0 0 0 o m m m o 0 0 0 et
c u_ 0 0 0 0 0 0 0 0 H H H 0 0 0 0 .~..
W o 0 0 0 M 9 in O O 0 CO
2 J = e CO
Q r U rW i9 w w .G
2 N O CO
U i N NE
0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 E
W 0 4-. 00000 O O O m m m 0 000
O O O O r0 .- O O N O )00 , 0 N N ~ ~ ~ r N A 001 a)CO
(XZZ POI 0 les O 0 r Y1 N Or CO
atf Q) q H O 69 40 Pi .e..
w mN � N E
F U w
W Q i m
a c N o o 0 0 0 0 0 0 ❑ ❑ ❑ 0 0 0 0 G 3
a — 0 0 0 0 0 0 0 0 o m m m o 0 0 0 a y
• c o O O O O O O O r H H H r O r rm.: E a
❑ C 2 f9 F9 N O N 0 0 (CNI 00 (N0 N ID W L
U '0 » _ _ _ _ v
E w w w w r i9 w
2 to
0 0 0 0 0 0 0 0 ❑ ❑ ❑ o 0 0 0 15 76
0 0 0 0 0 O o o m m m 0 0 0 0 2 3
C O O O O O 0 0 0
2 01011150 0 0 w N S H H H N O N N 0 C
9 r r r 0
Qf9 h9 H f9 0 0 NK 0
41?)
O
1100000 0 0 0 m m0 m0 0 0 0 0 0 o
0 0 0 0 0 O O O H H H O 0 0 0
6. 0 0 0 0 0 0 O M O O 0 O h C
C 0 O b N 0 0 0 O O O d `
N N f0 N N CO Na O
69 S 49 0 S f969 N.
O ti
d
Co G
8_ y E o
In
a) G)
y d
0) a 01 co co N LC
O) N Yi CO co ) 0 N r.0, y 0) `
tO
LL U
n.
U a d a 0 d o N 12 LL y E y j c
N C N fa a J 9 y a-
'E202 m
,-.F J c a m y O ti
o co N c a m (0 Ctm
O c c 0 01 Q O O t. m c np ''CO o
En 2
m m 'a a d 0) d a °U U > o c N
m a ❑ .o U co a s 2i a a O m co co m < H 2 _ =
Exhibit B
---- ---- Paae 1 of 1
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 TX REGISTRATION #:
($/hr)
Project Consultant:
CAD Technician:
Clerical:
Other— specify:
SUBCONSULTANT(S):
(firm)
Principal(s):
Project Consultant: _
CAD Technician:
Clerical
Other— specify:
Add additional subconsultants as needed.
Exhibit B-1
Confidential Rate Sheet
Page 1 of 1
EXHIBIT C
Insurance Requirements
1.1 Consultant must not commence work under this agreement until all required
insurance has been obtained and such insurance has been approved by the City.
Consultant must not allow any subcontractor to commence work until all similar insurance
required of any subcontractor has been obtained.
1.2 Consultant must furnish to the Director of Engineering Services with the signed
agreement a copy of Certificates of Insurance (COI) with applicable policy endorsements
showing the following minimum coverage by an insurance company(s) acceptable to the
City's Risk Manager. The City must be listed as an additional insured on the General
liability and Auto Liability policies, and a waiver of subrogation is required on all
applicable policies. Endorsements must be provided with COI. Project name and
or number must be listed in Description Box of COI.
TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE
30-written day notice of cancellation, Bodily Injury and Property Damage
required on all certificates or by Per occurrence - aggregate
applicable policy endorsements
Commercial General Liability including: $1,000,000 Per Occurrence
1. Commercial Broad Form $2,000,000 Aggregate
2. Premises — Operations
3. Products/Completed Operations
4. Contractual Liability
5. Independent Contractors
6. Personal Injury- Advertising Injury
AUTO LIABILITY (including) $500,000 Combined Single Limit
1. Owned
2. Hired and Non-Owned
3. Rented/Leased
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
1 Rev 04/17
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:
City of Corpus Christi
Attn: Engineering Services
P.O. Box 9277
Corpus Christi, TX 78469-9277
1.6 Consultant agrees that with respect to the above required insurance, all
insurance policies are to contain or be endorsed to contain the following required
provisions:
1.6.1 List the City and its officers, officials, employees and elected
representatives as additional insured by endorsement, as respects
operations, completed operation and activities of, or on behalf of,the named
insured performed under contract with the City with the exception of the
professional liability/Errors & Omissions policy;
1.6.2 Provide for an endorsement that the"other insurance"clause shall not apply
to the City of Corpus Christi where the City is an additional insured shown
on the policy;
1.6.3 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;
1.6.4 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
2 Rev 04/17
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.
3 Rev 04/17