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�� SERVICE AGREEMENT NO. 2777
fNcaRPOflA�E� MASTER SERVICES AGREEMENT FOR PROFESSIONAL SERVICES
1852
FOR PROJECT (No./Name) E10119 - Comprehensive Feasibility Study for the Seawall
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 HDR Engineering, Inc., 555 N. Carancahua, Suite 1600, Corpus Christi, Nueces County,
Texas, 78401 (Consultant), hereby agree as follows:
TABLE OF CONTENTS
ARTICLE NO. TITLE PAGE
ARTICLE I PROJECT TASK ORDER 2
ARTICLE II COMPENSATION 3
ARTICLE III QUALITY CONTROL PLAN 4
ARTICLE IV INSURANCE REQUIREMENTS 4
ARTICLE V INDEMNIFICATION 4
ARTICLE VI TERM; RENEWALS; TIMES FOR RENDERING SERVICE 4
ARTICLE VII TERMINATION OF AGREEMENT 5
ARTICLE VIII RIGHT OF REVIEW AND AUDIT 6
ARTICLE IX OWNER REMEDIES 6
ARTICLE X CONSULTANT REMEDIES 7
ARTICLE XI CLAIMS AND DISPUTE RESOLUTION 7
ARTICLE XII MISCELLANEOUS PROVISIONS 9
EXHIBITS
Master Services Agreement
Page 1 of 10
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ARTICLE I — PROJECT TASK ORDER
1.1 This Agreement shall apply to as many tasks as City and Consultant agree will be performed under the
terms and conditions of this Agreement. Each task Consultant performs for City hereunder shall be
designated a Task Order. No Task Order shall be binding or enforceable unless and until it has been
properly executed by both City and Consultant. Each properly executed Task Order as shown in Exhibit A
shall become a separate supplemental agreement to this Agreement.
1.2 The Consultant shall provide its Scope of Services, to be included in each Task Order. The Scope of
Services shall include all associated services required for Consultant to provide such Services, pursuant to
this Agreement,and any and all Services which would normally be required by law or common due diligence
in accordance with the standard of care defined in Article XII of this Agreement.
1.3 Under this Agreement, Consultant will provide services on a Task Order basis for a range of services
related to assisting Engineering Services with professional engineering, architecture and construction
services related to execution of Capital Improvements Programs. All work will be subject to authorization
from City. A detailed Scope of Services and fee estimate will be developed for each task prior to execution
of work.
1.4 Consultant shall follow City Codes and Standards effective at the time of the execution of individual Task
Orders. 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 Task Order. A request made by either party to deviate from City standards after the contract is
executed must be in writing.
1.5 Consultant must perform tasks and submit deliverables as detailed in each approved Task Order.
1.6 Consultant must provide all labor,equipment and transportation necessary to complete all services agreed
to in a timely manner throughout the term of the Agreement. Persons retained by Consultant to perform
work pursuant to this Agreement shall be employees or subconsultants of Consultant. Consultant must
provide City with a list of all subconsultants that includes the services performed by the subconsultant and
the percentage of work performed by the subconsultant. Changes in Consultant's team that provides
services under this Agreement must be agreed to by the City in writing.
1.7 Consultant must not begin work on any Task Order authorized under this Agreement until they are briefed
on the scope of the Project and are notified in writing to proceed.
1.8 For design services,Consultant agrees to render the professional services necessary for the advancement
of the Project through Final Completion of the Construction Contract. Consultant acknowledges and
accepts its responsibilities, as defined and described in the City's General Conditions for Construction
Contracts, an excerpt of which is attached as an exhibit to this Agreement.
1.9 For projects that require subsurface utility investigation:
1.9.1 The Consultant agrees to prepare and submit to the City a signed and sealed report identifying all
utilities within the project area at the Quality Level specified in the Task Order. It is assumed that all
utilities will be identified using Quality Level A exploratory excavation unless stated otherwise.
1.9.2 Utilities that should be identified include, but are not limited to,City-owned utilities, local franchises,
electric companies, communication companies, private pipeline companies and 3rd party
owners/operators.
Master Services Agreement
Page 2 of 10
ARTICLE II — COMPENSATION
2.1 The Compensation for all services included in this Agreement and in the Scope of Services for this
Agreement shall not exceed $250,000.00.
2.2 The Consultant's fee for each Task Order will be on a lump sum or time and materials (T&M) basis with a
negotiated not-to-exceed amount. The fees will not exceed those identified and will be full and total
compensation for all services outlined in each Task Order,and for all expenses incurred in performing these
services.
2.3 Consultant shall submit a proposal to the City,which shall be incorporated into this agreement as Exhibit B,
subject to approval by the City.
2.4 Consultant shall submit a Rate Schedule with their proposal.
2.5 Monthly invoices will be submitted in accordance with the Payment Request as shown in Exhibit C. 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 in compliance with the Texas Prompt Payment Act.
2.5.1 Principals may only bill at the hourly rate of Principals when acting in that capacity. Principals acting
in the capacity of staff must bill at staff rates. The Consultant shall provide documentation with each
payment request that clearly indicates how that individual's time is allocated and the justification for that
allocation.
2.6 The anticipated fee structure under this agreement is as follows:
DESCRIPTION NOT TO EXCEED AMOUNT
Maximum Contract Amount $250,000.00
Task 1 —TBD TBD
Task 2 —TBD TBD
Task 3—TBD TBD
Task 4—TBD TBD
Task 5—TBD TBD
Task 6—TBD TBD
2.7 In the event of any dispute(s)between the Parties regarding the amount properly compensable for any Task
Order or as final compensation or regarding any amount that may be withheld by City, Consultant shall be
required to make a claim pursuant to and in accordance with the terms of this Agreement and follow the
procedures provided herein for the resolution of such dispute. In the event Consultant does not initiate and
follow the claims procedures provided in this Agreement in a timely manner and as required by the terms
thereof, any such claim shall be waived.
2.8 Request of final compensation by Consultant shall constitute a waiver of claims except those previously
made in writing and identified by Consultant as unsettled at the time of final Payment Request.
2.9 Any fee payable under this Agreement is subject to the availability of funds. The Consultant may be
directed to suspend work pending receipt and appropriation of funds. The right to suspend work under this
provision does not relieve the City of its obligation to make payments in accordance with section 2.5 above
for services provided up to the date of suspension.
Master Services Agreement
Page 3 of 10
ARTICLE III — QUALITY CONTROL PLAN
3.1 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.
3.2 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 Opinion of Probable Cost(OPC)
as needed.
3.3 Documents that do not meet City standards in effect at the time of the execution of a related Task Order
may be rejected. If documents are found not to be in compliance with this Agreement, Consultant will not be
compensated for having to resubmit documents.
ARTICLE IV— INSURANCE REQUIREMENTS
4.1 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.
4.2 Insurance Requirements are shown in EXHIBIT D.
ARTICLE V - 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
Consultant or its agent, Consultant under contract or another entity over which Consultant
exercises control while in the exercise of rights or performance of the duties under this
agreement. This indemnification does not apply to any liability resulting from the negligent acts or
omissions of the City or its employees, to the extent of such negligence.
Consultant shall defend Indemnitee, with counsel satisfactory to the City Attorney, from and
against any and all claims, damages, liabilities or costs, including reasonable attorney fees and
court costs, if the claim is not based wholly or partly on the negligence of, fault of or breach of
contract by Indemnitee. If a claim is based wholly or partly on the negligence of, fault of or
breach of contract by Indemnitee, the Consultant shall reimburse the City's reasonable attorney's
fees in proportion to the Consultant's liability.
Consultant must advise City in writing within 24 hours of any claim or demand against City or
Consultant known to Consultant related to or arising out of Consultant's activities under this
Agreement.
ARTICLE VI —TERM; RENEWALS; TIMES FOR RENDERING SERVICE
6.1 This Agreement shall be effective upon the signature of the City Manager or designee (Effective Date).
Master Services Agreement
Page 4 of 10
6.2 This Agreement shall be applicable to Task Order issued hereunder from the Effective Date of the
Agreement until project is complete.
6.3 This service shall be for a period of two years beginning on the Effective Date. The Agreement may be
renewed for up to one year renewal options upon mutual agreement of the parties to be evidenced in
writing prior to the expiration date of the prior term. Any renewals shall be at the same terms and
6.4 The times for performing services or providing deliverables will be stated in each Task Order. If no times
are so stated, Consultant will perform services and provide deliverables within a reasonable time.
ARTICLE VII -TERMINATION OF AGREEMENT
7.1 By Consultant:
7.1.1 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.
7.1.2 The Consultant must follow the Termination Procedure outlined in this Agreement.
7.2 By City:
7.2.1 The City may terminate this agreement for convenience upon seven days written notice to the
Consultant at the address of record.
7.2.2 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.
7.3 Termination Procedure
7.3.1 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.
7.3.2 Consultant shall submit all completed and/or partially completed work under this Agreement,
including but not limited to specifications, designs, plans and exhibits. Consultant shall mark partially
completed work as "Draft" and does not guarantee the accuracy or reliability of partially completed work
submitted in accordance with this Article.
7.3.3 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.
Master Services Agreement
Page 5 of 10
7.3.4 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 VIII — RIGHT OF REVIEW AND AUDIT
8.1 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.
8.2 "Consultant's records" include any and all information, materials and data of every kind and character
generated as a result of the Work under this Agreement. Examples include billings, books,general ledger,
cost ledgers, invoices, production sheets, documents, correspondence, meeting notes, subscriptions,
agreements, purchase orders, leases, contracts,commitments, arrangements,notes,daily diaries, reports,
drawings, receipts, vouchers, memoranda, time sheets, payroll records, policies, procedures, federal and
state tax filings for issue in questions and any and all other agreements,sources of information and matters
that may, in City's judgment, have any bearing on or pertain to any matters, rights, duties or obligations
under or covered by any Agreement Documents.
8.3 City agrees that it shall exercise the right to audit, examine or inspect Consultant's records only during City's
regular business hours. Upon reasonable prior notice,Consultant agrees to allow City's designee access to
all of Consultant's records, Consultant's facilities and Consultant's current or former employees, deemed
necessary by City or its designee(s), to perform such audit, inspection or examination. Consultant also
agrees to provide adequate and appropriate work space necessary to City or its designees to conduct such
audits, inspections or examinations.
8.4 Consultant shall include this audit clause in any subcontractor, supplier or vendor contract.
ARTICLE IX—OWNER REMEDIES
9.1 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:
9.1.1 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;
9.1.2 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.
9.1.3 Losses are incurred because of defects, errors and omissions in the design, working drawings,
specifications or other documents prepared by the Consultant to the extent that the financial losses are
greater than the City would have originally paid had there not been defects, errors and omissions in the
documents.
9.2 The City may assert a claim against the Consultant's professional liability insurance as appropriate when
other remedies are not available or offered for design deficiencies discovered during and after Project
construction.
Master Services Agreement
Page 6 of 10
9.3 When the City incurs non-value added work costs for change orders due to design errors or omissions,the
City will send the Consultant a letter that includes:
(1) Summary of facts with supporting documentation;
(2) Instructions for Consultant to revise design documents, if appropriate, at Consultant's expense;
(3) Calculation of non-value added work costs incurred by the City; and
(4) Deadline for Consultant's response.
9.4 The Consultant may be required to revise bid documents and re-advertise the Project at the Consultant's
sole cost if, in the City's judgment, the Consultant generates excessive addenda, either in terms of the
nature of the revision or the actual number of changes due to the Consultant's errors or omissions.
9.5 The City may withhold or nullify the whole or part of any payment as detailed in Article II.
ARTICLE X— CONSULTANT REMEDIES
10.1 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.
10.2 If Consultant requests a remedy for a condition not specified above, Consultant must file a Claim as
provided in this Agreement.
ARTICLE XI —CLAIMS AND DISPUTE RESOLUTION
11.1 Filing of Claims
11.1.1 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.
11.1.2 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.
11.1.3 The responsibility to substantiate a claim rests with the party making the Claim.
11.1.4 Within thirty(30)calendar days of receipt of notice and supporting documentation, City will meet to
discuss the request, after which an offer of settlement or a notification of no settlement offer will be sent to
Consultant. If Consultant is not satisfied with the proposal presented, Consultant will have thirty (30)
calendar days in which to (i) submit additional supporting data requested by the City, (ii) modify the initial
request for remedy or(iii) request Alternative Dispute Resolution.
11.1.5 Pending final resolution of a claim, except as otherwise agreed in writing, Consultant shall proceed
diligently with performance of the Agreement and City shall continue to make payments in accordance with
this Agreement.
11.2 Alternative Dispute Resolution
11.2.1 All negotiations pursuant to this clause are confidential and shall be treated as compromise and
Master Services Agreement
Page 7 of 10
settlement negotiations for purposes of applicable rules of evidence.
11.2.2 Before invoking mediation or any other alternative dispute resolution(ADR)process set forth herein,
the Parties agree that they shall first try to resolve any dispute arising out of or related to this Agreement
through discussions directly between those senior management representatives within their respective
organizations who have overall managerial responsibility for similar projects.
This step shall be a condition precedent to the use of any other ADR process. If the parties' senior
management representatives cannot resolve the dispute within thirty (30) calendar days after a Party
delivers a written notice of such dispute, then the Parties shall proceed with the mediation ADR process
contained herein.
11.2.3 Mediation
11.2.3.1 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.
11.2.3.2 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.
11.2.3.3 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.
11.2.3.4 The parties shall share the mediator's fee. Venue for any mediation or lawsuit arising
under this Agreement shall be Nueces County, Texas. Any agreement reached in mediation shall
be enforceable as a settlement agreement in any court having jurisdiction thereof. No provision of
this Agreement shall waive any immunity or defense. No provision of this Agreement is a consent to
suit.
11.3 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 in this
Agreement.
11.4 In case of litigation between the parties, Consultant and City agree that they have knowingly waived and do
hereby waive the right to trial by jury and have instead agreed, in the event of any litigation arising out of or
connected to this Agreement, to proceed with a trial before the court, unless both parties subsequently
agree otherwise in writing.
11.5 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.
Master Services Agreement
Page 8 of 10
ARTICLE XII — MISCELLANEOUS PROVISIONS
12.1 Assignability. Neither party will assign, transfer or delegate any of its obligations or duties under this
Agreement 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.
12.2 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,without specific written verification or
adaptation by Consultant, shall be a City's sole risk and without liability or legal exposure to Consultant. The
City agrees that any modification of the plans will be evidenced on the plans and be signed and sealed by a
professional engineer prior to re-use of modified plans.
12.3 Standard of Care. Services provided by Consultant under this Agreement shall be performed with the
professional skill and care ordinarily provided by competent engineers or architects practicing 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.
12.4 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.
12.5 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.
12.6 Entire Agreement. This Agreement, including Task Orders, represents the entire and integrated Agreement
between City and Consultant and supersedes all prior negotiations, representations or agreements,either
oral or written. This Agreement may be amended only by written instrument signed by both the City and
Consultant.
12.7 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.
12.8 Disclosure of Interest. Consultant agrees to comply with City of Corpus Christi Ordinance No. 17112 and
complete the Disclosure of Interests form as part of this contract.
12.9 Certificate of Interested Parties. 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/whatsnew/elf_info_formI295.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://www.ethics.state.tx.us/legal/ch46.htnnl.
Master Services Agreement
Page 9 of 10
12.10 Conflict of Interest. Consultant agrees to comply with Chapter 176 of the Texas Local Government Code
and file Form CIQ with the City Secretary's Office,if required. For more information and to determine if you
need to file a Form CIQ, please review the information on the City Secretary's website at
htto://www.cctexas.com/governmenUcity-secretary/conflict-disclosure/index
12.11 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.
12.12 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.
12.13 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.
12.14 Conflict Resolution Between Documents. Consultant hereby agrees and acknowledges if anything
contained in the Consultant-prepared Exhibit B, Scope of Services or in any other document prepared by
Consultant and included herein, is in conflict with Articles I - XII of this Agreement (Articles) and/or an
approved Task Order,the Articles and/or the Task Order shall take precedence and control to resolve said
conflict.
12.15 Title VI Assurance. The Consultant shall prohibit discrimination in employment based upon race, color,
religion, national origin, gender, disability or age.
CITY OF CORPUS CHRISTI HDR ENGINEERING, INC.
// • 12/30/19
Michael Rodriguez Date Arthur B. Colwell, P.E. (Date)
Chief of Staff Vice President/Managing Principal
555 N. Carancahua, Suite 1600
Corpus Christi, TX 78401
(361) 696-3300 Office
Arthur.colwell@hdrinc.com
APP94)
OVED AS TO LEGAL FORM
2020.01.06
08:22:21 -06'00'
Assistant City Attorney (Date)
for City Attomey Funding shall be provided per task order.
Contract Maximum Amount is $250,000.
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Master Services Agreement
Page 10of10
SFr.RFTARY /u3
EXHIBIT A
SAMPLE TASK ORDER
This Task Order pertains to a Master Services Agreement for Professional Services by and between City of
Corpus Christi, Texas (City) and "Company Name" (Consultant) dated , 2019
(Agreement). Consultant shall perform services on the project described below as provided in this Task Order
and in the Agreement. This Task Order shall not be binding until it has been properly signed by both parties.
Upon execution, this Task Order shall supplement the Agreement as it pertains to the project described below.
TASK ORDER NO.:
PROJECT NAME:
1. PROJECT DESCRIPTION
2. SCOPE OF SERVICES
3. COMPENSATION
This Task Order is approved and Consultant may proceed. All other terms and conditions of the Agreement
remain in full force and effect.
CITY OF CORPUS CHRISTI COMPANY NAME, INC.
Jeff Edmonds, P.E. Date Authorized Signer Date
Director of Engineering Services Title
Address
City, State, Zip
(xxx) xxx-xxxx
name@email.com
EXHIBIT A
SAMPLE TASK ORDER
PAGE 1 OF 1
November 01, 2019 MCN10197441
November 15, 2019 (Rev 01)
Mr. Jeff Edmonds, P.E.
Director, Capital Programs
City of Corpus Christi
P.O. Box 9277
Corpus Christi, Texas 78469-9277
RE: MASTER SERVICES AGREEMENT FOR PROFESSIONAL SERVICES
COMPREHENSIVE FEASIBILITY STUDY FOR THE SEAWALL
Dear Mr. Edmonds,
Thank you for the opportunity to provide professional services to the City of Corpus Christi for
the subject project.
We understand from conversations with Sarah West, P.E. that the work will be similar in nature
to the work HDR performed for the City in 2009. Under that contract, we evaluated a number
of seawall related projects by assessing their feasibility, and developing Opinions of Probable
Cost. We anticipate there will be a series of stakeholder meetings that HDR will participate in,
the purpose of which will be to develop a list of nominated projects. At the conclusion of those
meetings, HDR will prepare a scope & fee estimate for the projects and help develop priorities
(some projects may drop off during this process). We anticipate this effort will culminate in a
report with recommendations that the City can then incorporate into their CIP.
The work will be initiated with a Master Services Agreement, and a series of Task Orders that
will each be negotiated on a "time and materials" basis; detailed scopes of work will be
developed for each Task Order. We understand the total fee for all Task Orders will not exceed
$250,000.00.
We further understand that all Task Orders will be for feasibility studies only. No Task Orders
will be issued for design of improvements or preparation of bidding/construction documents.
We have reviewed the City's Master Services Agreement for Professional Services. A copy of
the document is attached herewith with our requested modifications (Attachment A).
As requested, we have attached our Schedule of Rates 1-20 (Attachment B). These rates are
effective through December 31, 2020. Any work beyond that date will require the City and HDR
negotiate a Change Order to the contract.
We hope you will find this proposal acceptable. Please call me at 361-696-3335 if you would
hdrinc.com
555 N.Carancahua,Suite 1600,Corpus Christi,TX 78401 Texas P.E. Firm Registration No. 754
361-696-3300 Page 1 of 2
EXHIBIT B
Page 1 of 3
•
COCC Seawall Feasibility Study MCN 10197441
November 01,2019
November 15,2019(Rev 01)
like to discuss this in more detail.
Sincerely,
HDR ENGINEERING, INC.
D. Brent Moore, P.E./
/l7>
Arthur B. Colwell, P.E.
Attachments:
A-Master Services Agreement for Professional Services
B -Schedule of Rates 1-19
hdrinc.com
555 N.Carancahua,Suite 1600,Corpus Christi,TX 78401 Texas P.E.Firm Registration No.754
361-696-3300 Page 2 of 2
EXHIBIT B
Page 2 of 3
No. 1-20 COCC
SCHEDULE OF RATES
These rates are effective through December 2020
PROFESSIONAL STAFF HOURLY RATE PARA-PROFESSIONAL STAFF HOURLY RATE
Engineer I . $125.00 Administrative Assistant $92.00
Engineer II $137.00 Drafter $95.00
Engineer III $152.00 Technician I $109.00
Engineer IV $169.00 Technician II $121.00
Engineer V $184.00 Technician III $134.00
Engineer VI $205.00 Designer Tech IV . $146.00
Engineer VII $226.00 EQUIPMENT/IT
Engineer VIII $247.00 GPS RTK Survey Equipment ....250.00/Day
Principal Engineer $268.00 GPS Hand Held(Sub Meter) 135.00/Day
Sr. Principal Engineer $288.00 Work/Tow Vehicle 65.00/day+IRS rate+ 10%
Program Director $306.00 Survey Boat 750.00/Day
Project Biologist/GIS Specialist $135.00 GPS Hydrographic Survey Equip 250.00/Day
Environmental Biologist $159.00 Acoustic Doppler Velocimeter(ADV)....1,000.00/Wk
Sr.Environmental Biologist $184.00 Water Level Logger 300.00/Wk
Environmental Manager $209.00
EXPENSES
Automobile(other than rental car) IRS Rate+ 10%
In house reproduction prevailing commercial rates
Outside consultants cost plus 15%handling
Outside technical services cost plus 15%handling
All other expenses cost plus 15%handling
1. Charges are due and payable within thirty(30)days of receipt of the invoice. A charge of 1%per month will be added for
late payments.
2. Construction administration staff will be billed at an equivalent grade,depending upon qualifications.
3. Unlisted scientists and other non-engineer professionals will be billed at the rate of a comparable engineer grade.
4. Overtime for para-professional and non-registered survey staff will be billed at 125%of the hourly rate and overtime will
apply for hours worked in excess of 8 hours per day or 40 per week.
5. Time spent preparing for and providing depositions or courtroom testimony will be billed at 150%of the hourly rate.
EXHIBIT B
HDR Engineering,Inc I555 e N 160Carancahua0 Fax I Phon(361e(36)61)9 693-330085 page 3 of 3
Suit696-33
Corpus Christi,TX 78401-0850 www.hdrinc.com
Sample form for:
Payment Request
COMPLETE PROJECT NAME AE Contract
Project No. XXXX Revised 02/01/17
Invoice No. 12345
Invoice Date 01/01/2017
Total Current Previous Total Remaining Percent
Basic Services: Contract Amd No. 1 Amd No. 2 Contract Invoice Invoice Invoice Balance Complete
Preliminary Phase $1,000.00 $0.00 $0.00 $1,000.00 $0.00 $1,000.00 $1,000.00 $0.00 100.0%
Design Phase $2,000.00 $1,000.00 $0.00 $3,000.00 $1,000.00 $500.00 $1,500.00 $1,500.00 50.0%
Bid Phase $500.00 $0.00 $250.00 $750.00 $0.00 $0.00 $0.00 $750.00 0.0%
Construction Phase $2,500.00 $0.00 $1,000.00 $3,500.00 $0.00 $0.00 $0.00 $3,500.00 0.0%
Subtotal Basic Services $6,000.00 $1,000.00 $1,250.00 $8,250.00 $1,000.00 $1,500.00 $2,500.00 $5,750.00 30.3%
Additional Services:
Permitting $2,000.00 $0.00 $0.00 $2,000.00 $500.00 $0.00 $500.00 $1,500.00 25.0%
Warranty Phase $0.00 $1,120.00 $0.00 $1,120.00 $0.00 $0.00 $0.00 $1,120.00 0.0%
Inspection $0.00 $0.00 $1,627.00 $1,627.00 $0.00 $0.00 $0.00 $1,627.00 0.0%
Platting Survey TBD TBD TBD TBD TBD TBD TBD TBD TBD
0 & M Manuals TBD TBD TBD TBD TBD TBD TBD TBD TBD
SCADA TBD TBD TBD TBD TBD TBD TBD TBD TBD
Subtotal Additional Services $2,000.00 $1,120.00 $1,627.00 $4,747.00 $500.00 $0.00 $500.00 $4,247.00 10.5%
Summary of Fees:
Basic Services Fees $6,000.00 $1,000.00 $1,250.00 $8,250.00 $1,000.00 $1,500.00 $2,500.00 $5,750.00 30.3%
Additional Services Fees $2,000.00 $1,120.00 $1,627.00 $4,747.00 $500.00 $0.00 $500.00 $4,247.00 10.5%
Total of Fees $8,000.00 $2,120.00 $2,877.00 $12,997.00 $1,500.00 $1,500.00 $3,000.00 $9,997.00 23.1%
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).
um
SD x
m 5
0 0
EXHIBIT D
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 Contracts and Procurement 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 09/19
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: Contracts and Procurement
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 09/19
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 09/19
•
SUPPLIER NUMBER
TO BE ASSIGNED BY CITY
PURCHASING DIVISION
City of CITY OF CORPUS CHRISTI
Com�;DISCLOSURE OF INTEREST
City of Corpus Christi Ordinance 17112,as amended,requires all persons or firms seeking to do business
with the City to provide the following information. Every question must be answered. If the question is
not applicable, answer with "NA". See reverse side for Filing Requirements, Certifications and
defmitions.
COMPANY NAME: HDR Engineering, Inc.
P.O.BOX:
STREET ADDRESS: 555 N. Carancahua St. , Ste 1600 CITY: Corpus Christi ZIP: 78401
FIRM IS: 1. Corporation X 2. Partnership 3. Sole Owner ❑
4. Association _ 5. Other _
DISCLOSURE QUESTIONS
If additional space is necessary,please use the reverse side of this page or attach separate sheet.
1. State the names of each "employee" of the City of Corpus Christi having an "ownership interest"
constituting 3%or more of the ownership in the above named"firm."
Name Job Title and City Department(if known)
N/A
2. State the names of each "official" of the City of Corpus Christi having an "ownership interest"
constituting 3%or more of the ownership in the above named"firm."
Name Title
N/A
3. State the names of each"board member" of the City of Corpus Christi having an"ownership interest"
constituting 3%or more of the ownership in the above named"firm."
Name Board,Commission or Committee
N/A
4. State the names of each employee or officer of a "consultant" for the City of Corpus Christi who
worked on any matter related to the subject of this contract and has an "ownership interest"
constituting 3%or more of the ownership in the above named"firm."
Name Consultant
N/A
EXHIBIT "E"
Page 1 of 2
a •
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FILING REQUIREMENTS
If a person who requests official action on a matter knows that the requested action will confer an
economic benefit on any City official or employee that is distinguishable from the effect that the action
will have on members of the public in general or a substantial segment thereof,you shall disclose that fact
in a signed writing to the City official, employee or body that has been requested to act in the matter,
unless the interest of the City official or employee in the matter is apparent. The disclosure shall also be
made in a signed writing filed with the City Secretary. [Ethics Ordinance Section 2-349(d)]
CERTIFICATION
I certify that all information provided is true and correct as of the date of this statement,that I have not
knowingly withheld disclosure of any information requested; and that supplemental statements will be
promptly submitted to the City of Corpus Christi,Texas as changes occur.
Certifying Person: Arthur B. Colwell Title: V.P., Office Principal
(Type or Print)
Signature of Certifying Date: 12/30/19
Person:
DEFINITIONS
a. "Board member." A member of any board, commission, or committee appointed by the City
Council of the City of Corpus Christi,Texas.
b. "Economic benefit". An action that is likely to affect an economic interest if it is likely to have an
effect on that interest that is distinguishable from its effect on members of the public in general or a
substantial segment thereof
c. "Employee." Any person employed by the City of Corpus Christi, Texas either on a full or part-
time basis,but not as an independent contractor.
d. "Firm." Any entity operated for economic gain,whether professional,industrial or commercial,and
whether established to produce or deal with a product or service, including but not limited to,entities
operated in the form of sole proprietorship, as self-employed person, partnership, corporation,joint
stock company,joint venture, receivership or trust, and entities which for purposes of taxation are
treated as non-profit organizations.
e. "Official." The Mayor, members of the City Council, City Manager, Deputy City Manager,
Assistant City Managers,Department and Division Heads, and Municipal Court Judges of the City of
Corpus Christi,Texas.
f. "Ownership Interest." Legal or equitable interest, whether actually or constructively held, in a
firm, including when such interest is held through an agent, trust, estate, or holding entity.
"Constructively held" refers to holdings or control established through voting trusts, proxies, or
special terms of venture or partnership agreements."
g. "Consultant."Any person or firm, such as engineers and architects, hired by the City of Corpus
Christi for the purpose of professional consultation and recommendation.
EXHIBIT "E"
Page 2 of 2