Loading...
HomeMy WebLinkAboutC2021-247 - 3/16/2021 - Approved DocuSign Envelope ID: B2FF415B-A01 F-4318-ACFF-El297D536321 ©� H SERVICE AGREEMENT NO. 3751 v CONTRACT FOR PROFESSIONAL SERVICES �NP'PPoPPPPT'E� 1852 FOR PROJECT (No./Name) 21060— Park Road 22 from South Access Road (Commodore Drive to Jackfish Avenue) Bond 2020 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 Boulevard, Suite 1600N, Corpus Christi, Nueces County, Texas 78401, (Consultant), hereby agree as follows: TABLE OF CONTENTS ARTICLE NO. TITLE PAGE ARTICLE I SCOPE OF SERVICES ...................................................................2 ARTICLE II QUALITY CONTROL.......................................................................3 ARTICLE III COMPENSATION............................................................................3 ARTICLE IV TIME AND PERIOD OF SERVICE ..................................................5 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 DocuSign Envelope ID: B2FF415B-A01 F-4318-ACFF-El297D536321 ARTICLE I —SCOPE OF SERVICES 1.1 City and Consultant agree that the services provided are properly described in the Scope of Services, which is 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. Consultant will perform the Services in accordance with Exhibit A and with Consultant's response to the Request for Qualifications related to this project, which response is incorporated by reference into this Agreement as if set out here in its entirety. 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. 1.6 For design services, Consultant agrees to render the professional services necessary for the advancement of the Project through Final Completion of the Construction Contract. Consultant acknowledges and accepts its responsibilities, as defined and described in City's General Conditions for Construction Contracts, excerpt attached as Exhibit D. 1.6.1 The Consultant agrees to serve as the City's Designer as defined in the General Conditions and will consult and advise the City on matters related to the Consultant's Scope of Services during the performance of the Consultant's services. 1.6.2 The Consultant agrees to prepare plans, specification, bid and contract documents and to analyze bids and evaluate the documents submitted by bidders. 1.6.3 The Consultant agrees to assist the City in evaluating the qualifications of the prospective contractors, subcontractors and suppliers. 1.7 For projects that require subsurface utility investigation: 1.7.1 The Consultant agrees to prepare and submit to the City prior to the 60% submittal a signed and sealed report identifying all utilities within the project area at the Quality Level specified in Exhibit A . It is assumed that all utilities will be identified using Quality Level A exploratory excavation unless stated otherwise. Contract for Professional Services Page 2 of 12 DocuSign Envelope ID: B2FF415B-A01 F-4318-ACFF-El297D536321 1.7.2 Utilities that should be identified include but are not limited to utilities owned by the City, local franchises, electric companies, communication companies, private pipeline companies and V party owners/operators. 1.8 For project with potential utility conflicts: 1.8.1 The Consultant agrees to coordinate the verification and resolution of all potential utility conflicts. 1.8.2 The Consultant agrees to prepare and submit a monthly Utility Coordination Matrix to the City. 1.9 The Consultant agrees to complete the Scope of Services in accordance with the approved project schedule and budget as defined in Exhibit A, including completing the work in phases defined therein. 1.10 The Consultant agrees to conduct all communication through and perform all project-related functions utilizing the City's project management system known as e-Builder. This includes all correspondence, submittals, payment requests and processing, contract amendments and construction phase activities. 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 $ 169,294.00. 3.2 The Consultant's fee will be on a lump sum or time and materials (T&M) basis as detailed in Exhibit A and will be full and total compensation for all services and for all expenses incurred in performing these services. Consultant shall submit a Rate Schedule with their proposal. 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 Contract for Professional Services Page 3 of 12 DocuSign Envelope ID: B2FF415B-A01 F-4318-ACFF-El297D536321 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. 3.6 Principals may only bill at the agreed hourly rate for Principals (as defined in the Rate Schedule) when acting in that capacity. Principals acting in the capacity of staff must bill at applicable staff rates. 3.7 Consultant certifies that title to all services covered by a Payment Request shall pass to City no later than the time of payment. Consultant further certifies that, upon submittal of a Payment Request, all services for which Payment Requests have been previously issued and payments received from City shall, to the best of Consultant's knowledge, information and belief, be free and clear of liens, claims, security interests or encumbrances in favor of Consultant or other persons or entities making a claim by reason of having provided labor or services relating to this Agreement. Consultant shall indemnify and hold City harmless from any liens, claims, security interests or encumbrances filed by anyone claiming by, through or under the items covered by payments made by City to Consultant. 3.8 The final payment due hereunder shall not be paid until all reports, data and documents have been submitted, received, accepted and approved by City. Final billing shall indicate "Final Bill — no additional compensation is due to Consultant." 3.9 City may withhold compensation to such extent as may be necessary, in City's opinion, to protect City from damage or loss for which Consultant is responsible, because of: 3.9.1 delays in the performance of Consultant's work; 3.9.2 failure of Consultant to make payments to subconsultants or vendors for labor, materials or equipment; 3.9.3 damage to City; or 3.9.4 persistent failure by Consultant to carry out the performance of its services in accordance with this Agreement. 3.10 When the above reasons for withholding are removed or remedied by Consultant, compensation of the amount withheld shall be made within 30 days. City shall not be deemed in default by reason of withholding compensation as provided under this Agreement. 3.11 In the event of any dispute(s) between the Parties regarding the amount properly compensable for any phase or as final compensation or regarding any amount that may be withheld by City, Consultant shall be required to make a claim pursuant to and in accordance with the terms of this Agreement and follow the procedures provided herein for the resolution of such dispute. In the event Consultant does not initiate and follow the claims procedures as required by the terms of this Agreement, any such claim shall be waived. 3.12 Request of final compensation by Consultant shall constitute a waiver of claims except those previously made in writing and identified by Consultant as unsettled at the time of final Payment Request. 3.13 All funding obligations of the City under this Agreement are subject to the appropriation of funds in its annual budget. The City may direct the Consultant to suspend work pending receipt and appropriation of funds. 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. Contract for Professional Services Page 4 of 12 DocuSign Envelope ID: B2FF415B-A01 F-4318-ACFF-El297D536321 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 The Consultant agrees to begin work on those authorized Services for this contract upon receipt of the Notice to Proceed from the Contracts and Procurement Department. 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. 4.3 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. 4.4 City shall perform its obligations of review and approval in a prompt and continuous manner so as to not delay the project. 4.5 This Agreement shall remain in force for a period which may reasonably be required for completion of the Project, including any extra work and any required extensions thereto, unless terminated as provided for in this Agreement. For construction design services, "completion of the Project" refers to acceptance by the City of the construction phase of the Project, i.e., Final Completion. ARTICLE V—OPINIONS OF COST 5.1 The Opinion of Probable Cost (OPC) is computed by the Consultant and includes the total cost for construction of the Project. 5.2 The OPC does not include the cost of the land, rights-of-way or other costs which are the responsibility of the City. 5.3 Since Consultant has no control over a construction contractor's cost of labor, materials or equipment, or over the contractor's methods of determining prices, or over competitive bidding or market conditions, Consultant's opinions of probable Project Cost or Construction Cost provided herein are to be made on the basis of Consultant's experience and qualifications and represent Consultant's best judgment as a design professional familiar with the construction industry, but Consultant cannot and does not guarantee proposals, bids or the construction cost shall not vary from the OPC prepared by Consultant. 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, Contract for Professional Services Page 5 of 12 DocuSign Envelope ID: B2FF415B-A01 F-4318-ACFF-El297D536321 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 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 Contract for Professional Services Page 6 of 12 DocuSign Envelope ID: B2FF415B-A01 F-4318-ACFF-El297D536321 showing in detail the services performed under this Agreement prior to the effective date of termination. City retains the option to grant an extension to the time period for submittal of such statement. 8.3.2 Consultant shall submit all completed and/or partially completed work under this Agreement, including but not limited to specifications, designs, plans and exhibits. 8.3.3 Upon receipt of documents described in the Termination Procedure and absent any reason why City may be compelled to withhold fees, Consultant will be compensated for its services based upon a Time & Materials calculation or Consultant and City's estimate of the proportion of the total services actually completed at the time of termination. There will be no compensation for anticipated profits on services not completed. 8.3.4 Consultant acknowledges that City is a public entity and has a duty to document the expenditure of public funds. The failure of Consultant to comply with the submittal of the statement and documents, as required above, shall constitute a waiver by Consultant of any and all rights or claims to payment for services performed under this Agreement. ARTICLE IX— RIGHT OF REVIEW AND AUDIT 9.1 Consultant grants City, or its designees, the right to audit, examine or inspect, at City's election, all of Consultant's records relating to the performance of the Work under this Agreement, during the term of this Agreement and retention period herein. The audit, examination or inspection may be performed by a City designee, which may include its internal auditors or an outside representative engaged by City. Consultant agrees to retain its records for a minimum of four 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; Contract for Professional Services Page 7 of 12 DocuSign Envelope ID: B2FF415B-A01 F-4318-ACFF-El297D536321 10.1.2 Failure of the Consultant to design in compliance with the laws of the City, State and/or federal governments, such that subsequent compliance costs exceed expenditures that would have been involved had services been properly executed by the Consultant. 10.1.3 Losses are incurred because of errors and/or omissions in the design, working drawings, specifications or other documents prepared by the Consultant to the extent that the financial losses are greater than the City would have originally paid had there not been errors and/or omissions in the documents. 10.2 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, epidemics, 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 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. Contract for Professional Services Page 8 of 12 DocuSign Envelope ID: B2FF415B-A01 F-4318-ACFF-El297D536321 12.1.4 Within 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 30 calendar days in which to (i) submit additional supporting data requested by the City, (ii) modify the initial request for remedy or (iii) request Mediation. 12.1.5 Pending final resolution of a claim, except as otherwise agreed in writing, Consultant shall proceed diligently with performance of the Agreement, and City shall continue to make payments in accordance with this Agreement. 12.2 Mediation 12.2.1 All negotiations pursuant to this clause are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. 12.2.2 Before invoking mediation, the Parties agree that they shall first try to resolve any dispute arising out of or related to this Agreement through discussions directly between those senior management representatives within their respective organizations who have overall managerial responsibility for similar projects. This step shall be a condition precedent to the use of mediation. If the parties' senior management representatives cannot resolve the dispute within 30 calendar days after a Party delivers a written notice of such dispute,then the Parties shall proceed with the mediation process contained herein. 12.2.2.1 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. 12.2.2.2 Request for mediation shall be in writing, and shall request that the mediation commence no less than 30 or more than 90 calendar days following the date of the request, except upon agreement of both parties. 12.2.2.3 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 30 calendar days of the request for mediation, all conditions precedent in this Article shall be deemed to have occurred. 12.2.2.4 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 Contract for Professional Services Page 9 of 12 DocuSign Envelope ID: B2FF415B-A01 F-4318-ACFF-El297D536321 Agreement. 12.5 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. 12.6 No Waiver of Governmental Immunity. This Agreement is to perform a governmental function solely for the public benefit. Nothing in this Agreement shall be construed to waive City's governmental immunity from lawsuit, which immunity is expressly retained to the extent it is not clearly and unambiguously waived by state law. ARTICLE XIII —MISCELLANEOUS PROVISIONS 13.1 Assignability. Neither party will assign, transfer or delegate any of its obligations or duties under this Agreement contract to any other person and/or party without the prior written consent of the other party, except for routine duties delegated to personnel of the Consultant staff. This includes subcontracts entered into for services under this Agreement. If the Consultant is a partnership or joint venture, then in the event of the termination of the partnership or joint venture, this contract will inure to the individual benefit of such partner or partners as the City may designate. No part of the Consultant fee may be assigned in advance of receipt by the Consultant without written consent of the City. The City will not pay the fees of expert or technical assistance and consultants unless such employment, including the rate of compensation, has been approved in writing by the City. 13.2 Provisions Required by Law. Each applicable provision and clause required by law to be inserted into the Agreement shall be deemed to be enacted herein, and the Agreement shall be read and enforced as though each were physically included herein. 13.3 Public Information. The requirements of Subchapter J, Chapter 552, Government Code, may apply to this contract and the Consultant agrees that the contract can be terminated if the Consultant knowingly or intentionally fails to comply with a requirement of that subchapter. 13.4 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. 13.5 Licensing. Consultant shall be represented by personnel with appropriate licensure, registration and/or certification(s) at meetings of any official nature concerning the Project, including scope meetings, review meetings, pre-bid meetings and preconstruction meetings. 13.6 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. 13.7 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. Contract for Professional Services Page 10 of 12 DocuSign Envelope ID: B2FF415B-A01 F-4318-ACFF-El297D536321 13.8 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. 13.9 Disclosure of Interest. Consultant agrees to comply with City of Corpus Christi Ordinance No. 17112 and complete the Disclosure of Interests form. 13.10 Certificate of Interested Parties. For contracts greater than $50,000, Consultant agrees to comply with Texas Government Code section 2252.908 and complete Form 1295 Certificate of Interested Parties as part of this agreement. Form 1295 must be electronically filed with the Texas Ethics Commission at https://www.ethics.state.tx.us/whatsnew/elf info_forml295.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.htm1. 13.11 Conflict of Interest. Consultant agrees, in compliance with Chapter 176 of the Texas Local Government Code, to complete and file Form CIQ with the City Secretary's Office. For more information and to determine if you need to file a Form CIQ, please review the information on the City Secretary's website at http://www.cctexas.com/government/city-secretary/conflict-disclosure/index. 13.11 Title VI Assurance. The Consultant shall prohibit discrimination in employment based upon race, color, religion, national origin, gender, disability or age. 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, the Consultant's response to the Request for Qualifications related to this project, or in any other document prepared by Consultant and included herein, is in conflict with Articles I-XIII of this Agreement (Articles), the Articles shall take precedence and control to resolve said conflict. [Signature Page Follows] Contract for Professional Services Page 11 of 12 DocuSign Envelope ID: B2FF415B-A01 F-4318-ACFF-El297D536321 CITY OF CORPUS CHRISTI FREESE AND NICHOLS, INC. EA DocuSigned by: DocuSigned by:id 1 Pb�Cv��t�j I°el� �jw�cun AOOCFB5fi14C94F5 7057B012E2044BF... Michael Rodriguez Date Ron Guzman, P.E. Date Chief of Staff Vice President/ Principal 800 N. Shoreline Boulevard, Suite 160ON Corpus Christi, TX 78401 (361) 561-6500 Office rg@freese.com APPROVED AS TO LEGAL FORM: Docu"SIgn/e�d'rby: I �A�Lu WI�Uft�A��, 7/16/2021 A5DCCE501CB3416... Assistant City Attorney Date Res.032382 Authorized By 03/16/2021 Council ATTEST DocuSigned by: Es� E 7/21/2021 ... City Secretary Date Contract for Professional Services Page 12 of 12 DocuSign Envelope ID: B2FF415B-A01 F-4318-ACFF-El297D536321 EXHIBIT "A" CITY OF CORPUS CHRISTI, TEXAS PARK ROAD 22 ACCESS ROAD — COMMODORES DR. TO JACKFISH AVE. PROJECT NO. 21060 BOND 2020 I. SCOPE OF SERVICES A. BASIC SERVICES For the purpose of this Contract, Preliminary Phase may include Schematic Design and Design Phase services may include Design Development as applicable to Architectural/Engineering services. 1. Preliminary Phase. The Architect/Engineer (A/E), also referred to as Consultant, will: a) Attend Project Kick-off Meeting and distribute meeting minutes to attendees within five working days of the meeting. b) Provide recommended geotechnical investigations scope and coordinate testing with City's geotechnical Consultant. Proposed sites shall be approved by the City Project Manager prior to performing geotechnical investigation. C) Request and review available reports, record drawings, utility maps and other information provided by the City pertaining to the project area. d) Develop preliminary requirements for utility relocations, replacements or upgrades. Coordinate with the City's Project Manager and identify Operating Departments potential Project needs. e) Develop preliminary typical street sections and pavement sections, incorporating the City's Geotechnical Consultant's recommendations. All streets shall be designed with flexible and rigid pavements. f) Identify preliminary right-of-way acquisition requirements and illustrate on a schematic strip map. g) Prepare preliminary opinions of probable construction costs for the recommended improvements. h) Develop a Drainage Area Map showing the existing and proposed drainage basins served by the Project storm system. i) Conduct preliminary hydraulic analysis to quantify the storm water design of existing and proposed systems. j) Identify electric and communication utility companies and private pipeline companies that may have existing facilities and must be relocated to accommodate the proposed improvements. Submit a list of identified companies to the City. k) Conduct preliminary analysis of lighting and traffic signalization, including existing equipment, above/below ground electrical service, lane designations, etc. Coordinate signal requirements with City Street Department. Provide recommendations for improvements/upgrades. 1) The AE will participate in discussions with the Operating Department; Development Services and other agencies (such as the Texas Department of Transportation (TXDOT)and Texas Commission of Environmental Quality(TCEQ) as required to satisfactorily complete the Project. Any directions or changes to EXHIBIT"A" Page 1 of 7 Revised 23 April 2019 DocuSign Envelope ID: 132FF41513-A01 F-4318-ACFF-El297D536321 scope provided by the Operating Department or other agencies shall be reviewed with the City Engineering Department PM prior to including/excluding from the scope of work. m) Identify and analyze requirements of governmental authorities having jurisdiction to approve design of the Project including permitting, environmental, historical, construction, and geotechnical issues; upon request or concurrence of the Project Manager, coordinate with agencies such as RTA, USPS, affected school districts (CCISD, FBISD, etc.), community groups, etc. n) Identify and recommend public outreach and community stakeholder requirements. o) Request and review traffic counts from the City PM. P) Prepare a Preliminary Engineering Report (20—25 page main-body text document with supporting appendices) that documents the analyses, approach, opinions of probable construction costs, and document the work with text, tables, schematic- level exhibits and computer models or other applicable supporting documents required per City Plan Preparation Standards (CPPS). The Preliminary Engineering Report to include: 1. Provide a concise presentation of pertinent factors, sketches, designs, cross-sections, and parameters which will or may impact the design, including engineering design basis, preliminary layout sketches, construction sequencing, alignment, cross section, geotechnical testing report, sealed survey including topographic, right-of-way and utilities location information (per scope in Topographic and Right-of-Way (ROW) Survey services), right-of-way requirements, conformance to master plans, identification of needed additional services, identification of needed permits and environmental consideration, existing and proposed utilities, existing electric and communication utility companies and private pipeline companies, identification of quality and quantity of materials of construction, and other factors required for a professional design. 2. Include existing site photos with location key map. 3. Provide opinion of probable construction costs. 4. Identify and analyze requirements of governmental authorities having jurisdiction to approve design of the Project including permitting, environmental, historical, construction, and geotechnical issues; meet as City agent or with City participation and coordinate with agencies such as TCEQ, RTA, CDBG, USPS, CCISD, community groups, TDLR, etc. 5. Summary of Geotechnical Report findings and criteria for pavement design, including the projected growth rate, 30-year ESAL estimate and SN value, 30-year pavement recommendation, etc. a. Analyze proposed pavement options and provide recommendation for most cost-effective pavement section that accommodates traffic requirements, budget constraints, utility needs, etc. 6. Provide preliminary index of anticipated drawings and specifications. 7. Provide a preliminary summary table of anticipated required ROW parcels q) Submit one (1) copy in an approved electronic format, and three (3) hard copies of the Draft Preliminary Engineering Report. r) Initiate PER submittal discussion with City PM to brief PM on any concerns or issues prior to distribution of PER submittal. EXHIBIT"A" Page 2 of 7 Revised 23 April 2019 DocuSign Envelope ID: 132FF41513-A01 F-4318-ACFF-El297D536321 S) Participate in Project review meeting with City staff and others on the Draft PER as scheduled by City Project Manager. t) Address review comments and questions and provide written responses to the City PM. U) Assimilate all City review comments into the Final Preliminary Engineering Report (PER). Provide one (1) electronic and one (1) hard copy using City Standards as applicable and suitable for reproduction. City staff will provide electronic copies of the following information (as applicable and requested through the City PM): a) Electronic index and database of City's Record Drawing and record information. b) Record Drawings and record information as available from City Engineering files. C) The preliminary budget, specifying the funds available for construction. d) A copy of existing studies and plans (as available from City Engineering files). e) Copy of Geotechnical Investigation Report. f) Traffic counts. g) Benchmarks and coordinates City staff will provide the following services: a) Field location of existing utilities a. Through 811 b. Through A/E coordination with City Operating Departments c. Through MH location and opening d. Through sharing of pipe video or service records as requested Note: Applicable Master Plans and GIS mapping are available on the City's website. The records provided for A/E's use under this Contract are proprietary, copyrighted, and authorized for use only by A/E, and only for the intended purpose of this project. Any unauthorized use or distribution of the records provided under this Contract is strictly prohibited. B. ADDITIONAL SERVICES This section defines the scope of additional services that may only be included as part of this contract if authorized by the Director of Engineering Services. A/E may not begin work on any services under this section without specific written authorization by the Director of Engineering Services. Fees for Additional Services are an allowance for potential services to be provided and will be negotiated by the Director of Engineering Services as required. The A/E shall, with written authorization by the Director of Engineering Services, perform the following: 1. Preliminary Permit Preparation (Authorized) Furnish the City all preliminary engineering data and documentation necessary for all required permits. The A/E will prepare this documentation for all required signatures. The A/E will prepare and submit identified permits as applicable to the appropriate local, state, and federal authorities, including: a) Union Pacific Railroad, Missouri Pacific Railroad, or any other railroad operating in the area b) TxDOT utility and environmental permits, multiple use agreements C) Wetlands Delineation and Permit EXHIBIT"A" Page 3 of 7 Revised 23 April 2019 DocuSign Envelope ID: B2FF415B-A01 F-4318-ACFF-El297D536321 d) Temporary Discharge Permit e) NPDES Permit/Amendments (including SSC, NOI, NOT) f) Texas Commission of Environmental Quality (TCEQ) Permits/Amendments g) Nueces County h) Texas Historical Commission (THC) i) U.S. Fish and Wildlife Service (USFWS) j) U.S. Army Corps of Engineers (USACE) k) United States Environmental Protection Agency (USEPA) 1) Texas Department of Licensing and Regulation (TDLR) 1. Register the project with the Texas Department of Licensing and Regulation (TDLR) and pay associated fee. 2. Provide copy of Contract Documents along with appropriate fee to TDLR for review and approval of accessibility requirements for pedestrian improvements by a Registered Accessibility Specialist (RAS). 3. Coordinate RAS inspection services at the end of construction and pay associated fee. m) Texas General Land Office (TGLO) n) Other agency project-specific permits 2. Topographic and Right-of-Way (ROW) Survey (Authorized) All work must comply with Category 1-A, Condition I specifications of the Texas Society of Professional Surveyors'Manual of Practice for Land Surveying in the State of Texas, latest edition. All work must be tied to and in conformance with the City's Global Positioning System (GPS) control network. All work must comply with all TxDOT requirements as applicable. Include references tying Control Points to a minimum of two (2) registered NGS Benchmark Monuments in the vicinity of the Project that will not be disturbed by construction. Survey sheets shall be sealed, provided to the City and included in the bid document plan set. a) Establish Horizontal and Vertical Control. b) Establish both primary and secondary horizontal/vertical control. C) Set project control points for Horizontal and Vertical Control outside the limits of area that will be disturbed by construction. d) Horizontal control will be based on NAD 83 State plane coordinates (South Zone), and the data will have no adjustment factor applied — i.e. —the coordinate data will remain in grid. e) Vertical control will be based on NAVD 88. f) All control work will be established using conventional (non-GPS) methods. Perform topographic surveys to gather existing condition information. g) Locate proposed soil/pavement core holes as drilled by the City's Geotechnical Engineering Consultant. h) Obtain x, y, and z coordinates of all accessible existing wastewater, storm water, water, IT and gas lines as well as any other lines owned by third-parties and locate all visible utilities, wells and signs within the apparent ROW width along project limits. Survey shall include utility marking from the Texas 811 request. i) Open accessible manholes and inlets to obtain information on structure invert, type, and size; and all related pipe size, type, invert, orientation, and flow direction. j) Everything up to and including Level B subsurface engineering (SUE) is to be included in Topographic Survey. Surveying services related to Level A SUE are EXHIBIT"A" Page 4 of 7 Revised 23 April 2019 DocuSign Envelope ID: B2FF415B-A01 F-4318-ACFF-El297D536321 not included in Topographic and ROW Survey services but shall be provided as part of the scope of work for SUE below, if needed. k) Locate existing features within the apparent ROW. 1) Locate and identify trees, at least five inches in diameter, and areas of significant landscape or shrubs within the apparent ROW. m) Generate electronic planimetric base map for use in project design. n) Obtain finished floor elevations of critical and habitable structures along the roadway corridor as needed to certify drainage design criteria are met. o) The survey should not stop at the property line but should extend beyond the property line as needed to pick up features and surface flow patterns in the vicinity of the Project that could potentially impact the design or be impacted by the construction. This includes features such as existing swales or ditches, foundations, loading docks/overhead doors, driveways, parking lots, etc. P) Research plats, ROW maps, deed, easements, and survey for fence corners, monuments, and iron pins within the existing ROW and analyze to establish existing apparent ROW. q) Provide a preliminary base map containing apparent ROW, which will be used by the A/E to develop the proposed alignment and its position relative to the existing and proposed ROW. This preliminary base map must show lot or property lines, addresses, and significant business/facility names. 3. CCTV (Authorized) Consultant shall provide cleaning and televising of utility lines that have not been cleaned and televised recently by the City. Cleaning and televising are currently understood to include approximately: a. 2,000 LF of 8-in. and 10-in. VCP WW lines b. 650 LF of 18-in. RCP SW line. 4. Subsurface Utility Investigation (Level A) (Authorized) SUE investigation for all utilities (City and third party) shall be on a time and materials basis in accordance with Attachment CO and shall be conducted to Level B as part of Topographic Survey referenced above and in accordance with ASCE Standard "ASCE C- 1, 38-02, Standard Guideline for the Collection and Depiction of Existing Subsurface Utility Data". A sealed Level A SUE report shall be provided to the City and included in the bid documents as an appendix. a) Provide subsurface utility engineering in accordance with ASCE Standard "ASCE C-1, 38-02, Standard Guideline for the Collection and Depiction of Existing Subsurface Utility Data" including, but not limited to, hydro-excavation. The proposed subsurface utility investigation will be as follows: i) Excavation — The SUE scope includes working with a subsurface utility excavator to perform Quality Level A investigation of underground utilities in specified areas through the project limit. Quality Level A includes the use of minimally intrusive excavation equipment at critical points to determine the horizontal and vertical position of underground utilities, as well as the type, size, condition, material, and other characteristics. Utilities located at this quality level will be physically located and tied to the topographic survey control. The utility will be identified, and an elevation will be obtained to the top of the utility. EXHIBIT"A" Page 5 of 7 Revised 23 April 2019 DocuSign Envelope ID: B2FF415B-A01 F-4318-ACFF-El297D536321 5. Lighting Design (Authorized) Provide lighting design for conduits and pull boxes and/or OH mast arms/supply on existing or proposed poles based on street lighting assessment and conformance with current/draft City Street Lighting Policy. II. SCHEDULE Date Activit June 2021 NTP —Amendment #1 Sept 2021 Draft PER submittal 2 weeks City Review 4 weeks Final PER Submittal III. FEES A. Fee for Basic Services. The City will pay the A/E a fixed fee for providing all "Basic Services" authorized as per the table below. The fees for Basic Services will not exceed those identified and will be full and total compensation for all services outlined in Section I.A.1-4 above, and for all expenses incurred in performing these services. The fee for this project is subject to the availability of funds. The Engineer may be directed to suspend work pending receipt and appropriation of funds. For services provided, A/E will submit monthly statements for services rendered. The statement will be based upon A/E's estimate (and with City's concurrence) of the proportion of the total services actually completed at the time of billing. City will make prompt monthly payments in response to A/E's monthly statements. B. Fee for Additional Services. For services authorized by the Director of Engineering Services under Section I.B. "Additional Services", the City will pay the A/E a not-to-exceed fee as per the table below. EXHIBIT"A" Page 6 of 7 Revised 23 April 2019 O O O O O O O O O O k.0 k0 00 4 r-: m �0 00 .4 O O O O O � � 00 r-iN N O F- F- F O 00 N l0 l0 Lr 01 01 �O �O m N m O l0 r-I r-I 'kn I to I to I to to to t/}l I t/} O O 00 O O� m m O .4 LI1 �n r-i0 0 0 r I N r- m O on on on o Lri m 00 N N t0 I- M - rr-i to to to to to to tn. to 0 0 0 0 0 N N 00 l0 lz� m m o m o,0 � N � o m m m (::' Ln m 00 0 �Nik.0 r- ami' o .Q tn. tn. to H ) Q m �N i O O O Ln O LI1 O1 N N N t 00 t0 t0 X Co N m m m o Ln qzt o W W o m m m o Lri 00 m rl�, v �i N � m r- m '^ m es to to to tn to tn tn. to 0 0 o O Ln O Ln O 00 Il l0 r-I M Ln 3: -o 0 0 wo � � Zt (:: m m m O - Lri I-C� m I-C i r-j r I N O O O O 000 I-q O lz� Ln rlj N 00) rm-i O O O rm-I 0 0 n r�-i k.0 N i O pp pp pp O O LI1 m - O 00 N rN-I' l0 r- Ln N to -U)- -U)- tn� tn� tn� O Ln Ln d N d d w LL Li Li - O Ln Ln ci U_ U_ O g" L GJ GJ (O (6 U f0 LO 0�J m ar O d) 4J f6 N Qc LL ~ +�+ LL 0J U V) 7 u O V Q ? 7 N v ^ O p > N Q cn LL cz v L � Q *' +� �n O m ^ O1 .;n ai 0 v v1 a� o2S o C LL ami u 4� V� T VI O Q Qj O U co t aJ +' V) v Q Q Q CL � O 7 f6 > on •,V•i O .x. 0J O N D O E O > J zcz •v� O , w ui U .- dA w E o o m U o U Ln J ,' cnm r' N m a ri N m L<; O O 0 0 0 0 0 0 0 0 0 0 0 0 yr � 0 0 0 0 0 0 0 0 0 0 801 0 E O O O O O M O O O m m m Lr) l) L o � V Q 0 0 0 0 0 LO 0 0 ~ ~ ~ O O O M � L O LO co N M N ) 0 o a N U a� cw -a >I- C- a) Q a) 0 0 0 0 0 O O O p p p 0 O O O J E E .L O O O O O O O O m m m o 0 0 o a m OOLOOLO ONN LO� U} 'IT 0 LO � LO � L O N A N O M L d L d O V E m C4 W OO 00 O O O O p p p 0 00 O 0 0 0 0 0 0 0 o O m m m o 0 0 0 J V 0 0 0 0 0 0 0 0 0 6 6 6 p O O L � � LO LO LO O LL H N 613� 619, N S C W c� 6� c� c� c� V 2 O O O O O O O O p p p 0 O O O W rn o 0 0 0 0 0 0 o m m m 0 00 O p 0 0 0 0 0 0 0 0 I- I- I- o D o o Z O .vO O rf} rf} OLf) rf} rf} rf} rf} O rf} O O LO > t� a CL = � ` ` ` Cl) O O O O O O O O p p p 0 O O O -� - W O O O O o go m m m o 0 0 o V 000000 o o o f- f- f- o 0 0 0 UL o � LOoLO � W W o V0 O ,c� a� H WN ? U O O O O O o 0 o p p p 0 O O O � 04� o +r o 0 0 0 0 0 0 o m m m o 0 0 o Z a 0 0 0 0 0 00 1-- F- F- F- ti 0 1,- 1� Q O O O O i 0 0 0 O 0 O N N I* � 1* O CO) (10 G1 O C C I'- � N O � CO ti N ti O W N m O CL Z d +-' H O M M 00 N S T 00 R N L) W V 0 V d? EA EA EA EA EA EA EA EA EA L N J ON O O O O O O O O p p p 0 O O O Z WCU a a - z p O O O O O O O O m m m > 0 0 0 0 0 0 0 0 I� � 0 Il- � J O s= Z c� c� Ln O Ln c� c� N N Ln N I� J N a O - N O N co co N co 00 U Ef} Ef} Ef} Ef} Ef} Ef} Ntf} Z Z3 Q T- 0 0 0 0 0 0 0000000 000 W fn O O O O O O O O m m m 0 O O O W L 6 00 0 0 0 0 0 0 f- f- f- O O O O U s Z 6c� o 6c� 6c� o 613� C\l 613� C\l o C\l C\l o N Q Efl' Efl' Efl' Efl' Efl' Efl' Efl' Z Z W Ll LO O O O O O O O O p p p 0 O O O CO 0 O 99 0 O O O m m m O 00 O N 0 0 00 0 0 0 0 �- �- �- O 0 0 0 (n Z O 1 0 0 0 0 0 O Ef} Ef? O 000 LY 0 0 LO LO 0 O O O O O g � UE ° LU a °� (10 o UZ �z U Q > N a' J °n° v N L� W W > .�? Od O cn O Q -LL o LL N U1 cu u N d LL cu a cu ° a .L In W J a > a U 0O � Cl) i 70 U 4A � Q n CL Mo Cl) M a M 0 m c c a o � Q a) V W 0 cu > VE O = p O O J N C: R N _0 O =3NCU cn cB C) =3 = cu _0 O O cu m a p m U U) Q a a 0 w U) co m Q F- U) Z Q = = U) O O 0 DocuSign Envelope ID: B2FF415B-A01 F-4318-ACFF-El297D536321 EXHIBIT C Insurance Requirements Pre-Design, Design and General Consulting Contracts 1.1 Consultant must not commence work under this agreement until all required insurance has been obtained and such insurance has been approved by the City. Consultant must not allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. 1.2 Consultant must furnish to the Director of Engineering Services with the signed agreement a copy of Certificates of Insurance (COI) with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. A waiver of subrogation is required on all applicable policies. Endorsements must be provided with COI. Project name and or number must be listed in Description Box of COI. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30-written day notice of cancellation, Bodily Injury and Property Damage required on all certificates or by Per occurrence - aggregate applicable policy endorsements PROFESSIONAL LIABILITY $1,000,000 Per Claim (Errors and Omissions) If claims made policy, retro date must be prior to inception of agreement, have 3-year reporting period provisions or be maintained for 3 years after project completion. 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, with the exception of professional liability, which may be on a per claims made 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 Rev 12/20 DocuSign Envelope ID: B2FF415B-A01 F-4318-ACFF-El297D536321 1.5 Consultant is required to submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Consultant shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Engineering Services P.O. Box 9277 Corpus Christi, TX 78469-9277 1.6 Consultant agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: 1.6.1 Provide thirty (30) calendar days advance written notice directly to City of any suspension, cancellation or non-renewal of coverage, and not less than ten (10) calendar days advance written notice for nonpayment of premium. 1.7 Within five (5) calendar days of a suspension, cancellation or non-renewal of coverage, Consultant shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Consultant's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. 1.8 In addition to any other remedies the City may have upon Consultant's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Consultant to remove the exhibit hereunder, and/or withhold any payment(s) if any, which become due to Consultant hereunder until Consultant demonstrates compliance with the requirements hereof. 1.9 Nothing herein contained shall be construed as limiting in any way the extent to which Consultant may be held responsible for payments of damages to persons or property resulting from Consultant's or its subcontractor's performance of the work covered under this agreement. 1.10 It is agreed that Consultant's insurance shall be deemed primary and non- contributory with respect to any insurance or self-insurance carried by the City of Corpus Christi for liability arising out of operations under this agreement. 1.11 It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. 2 Rev 12/20 DocuSign Envelope ID: B2FF415B-A01 F-4318-ACFF-El297D536321 EXHIBIT D Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services is NULL to this Agreement. EXHIBIT D Page 1 of 1 DocuSign Envelope ID: B2FF415B-A01 F-4318-ACFF-El297D536321 SUPPLIER NUMBER TO BE ASSIGNED BY CITE PURCHASING DIVISION City o1- CITY OF CORPUS CHRISTI Corpus DISCLOSURE OF INTEREST Christi City of Corpus Christi Ordinance 17112, as amended,requires all persons or firms seeking to do business with the City to provide the following information. Every question must be answered. If the question is not applicable, answer with "NA". See reverse side for Filing Requirements, Certifications and definitions. COMPANY NAME: Freese and Nichols, Inc. P.O.BOX: STREET ADDRESS: 800 N. Shoreline Blvd., Suite 160ON CITY: Corpus Christi ZIP: 78401 FIRM IS: 1. Corporation ® 2. Partnership ❑ 3. Sole Owner E]4. Association 5. Other DISCLOSURE QUESTIONS If additional space is necessary please use the reverse si ` de 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 DocuSign Envelope ID: B2FF415B-A01 F-4318-ACFF-El297D536321 FILING REQUIREMENTS If a person who requests official action on a matter knows that the requested action will confer an economic benefit on any City official or employee that is distinguishable from the effect that the action will have on members of the public in general or a substantial segment thereof,you shall disclose that fact in a signed writing to the City official, employee or body that has been requested to act in the matter, unless the interest of the City official or employee in the matter is apparent. The disclosure shall also be made in a signed writing filed with the City Secretary. [Ethics Ordinance Section 2-349 (d)] CERTIFICATION I certify that all information provided is true and correct as of the date of this statement, that I have not knowingly withheld disclosure of any information requested; and that supplemental statements will be promptly submitted to the City of Corpus Christi, Texas as changes occur. Certifying Person: Ron Guzman Title: Vice President/Principal (Type or Print) Signature of Certifying Date: Person: —42July 7, 2021 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