R-2016-100 2016-06-13RESOLUTION NO. R2016-100
A Resolution of the City Council of the City of Pearland, Texas, authorizing the
City Manager or his designee to enter into a Master Service Agreement with
Cobb Fendley & Associated for project and construction management services
associated with various capital projects; and approving Task Order No. 1, in
the estimated amount of $114,000.80, for the design and bid phases of the
Linwood Drainage Project, the East Orange Street Reconstruction Project, the
Old Alvin Widening Project and the Town Ditch Trail Project.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS:
Section 1. That certain Master Service Agreement, a copy of which is attached hereto as
Exhibit "A" and made a part hereof for all purposes, is hereby authorized and approved.
Section 2. That certain Task Order No. 1, as exhibits "B" and made a part hereof for all
purposed, is hereby authorized and approved.
Section 3. That the City Manager or his designee is hereby authorized to execute and
the City Secretary to attest a Master Service Agreement.
PASSED, APPROVED and ADOPTED this the 13th day of June, A.D., 2016.
ATTEST:
APPROVED AS TO FORM:
DARRIN M. COKER
CITY ATTORNEY
TOM REID
MAYOR
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Resolution No. R2016-100
MASTER SERVICE AGREEMENT
This Master Service Agreement (MSA) (Agreement) is made this a day of Uvrtic� 2016 by
and between the City of Pearland having offices at 3519 Liberty Drive Pea nd, Texas 77581.
hereinafter referred to as the "CLIENT" and Cobb Fendley & Associates, Inc. (CobbFendley), a
company formed under the laws of the State of Texas and having offices at 1920 Country Place
Parkway, Suite 310, Pearland, Texas 77584, hereinafter referred to as "CONSULTANT."
WHEREAS, the CLIENT desires to contract with the CONSULTANT from time to time to provide
Project Management Services; and
WHEREAS, the CONSULTANT is willing to provide such services on a nonexclusive basis; and
WHEREAS this Agreement does not obligate CLIENT to order work from CONSULTANT, nor
does it obligate CONSULTANT to accept orders for work, but it shall control and govern all work
accepted by CONSULTANT under written Task Orders and shall define the rights, obligations,
and liabilities of CLIENT and CONSULTANT during the term hereof with respect to the matters
covered herein; and
NOW THEREFORE, in consideration of the faithful performance of the terms and conditions set
forth herein, the parties hereto agree as follows:
ARTICLE 1 - TASK ORDERS
1.1 Tasks to be performed in conjunction with this agreement are as outlined in Attachment C, Project
Management Scope of Services.
1.2 CLIENT may, from time to time, request CONSULTANT to perform services (Work) hereunder by
issuing CONSULTANT a written Task Order, which shall set forth a Scope of Work including:
a) The location of the Work Site;
b) The Work required to be performed, including any drawings. plans and/or specifications applicable
to such Work;
c) The time limits within which such Work must be completed to CLIENT'S satisfaction:
d) The CLIENT'S office to which CONSULTANT is to render its invoice; and
e) Any other requirements applicable to such Work not inconsistent with the other terms and
conditions of this Agreement.
Written Task Orders shall be substantially in the form of Attachment "A," attached hereto.
1.2 The CONSULTANT shall review the Task Order, prepare a cost estimate to complete the Scope of
Work, agree to an estimated schedule for performance, and return the Task Order for CLIENT'S
authorization.
1.3 CLIENT may also issue oral Task Orders to which CONSULTANT will respond with a written proposal.
1.4 Upon receipt of CLIENT'S written acceptance, the CONSULTANT shall commence the Work as
detailed on the Task Order. Facsimiles of Task Orders will be accepted in emergency situations to
expedite the commencement of Work.
1.5 In the event of conflict between the requirement of a Task Order and this Agreement, the Agreement
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will, in all cases, take precedence, unless a variance is specifically noted and agreed to by both parties.
ARTICLE 2. COMPENSATION
2.1 CONSULTANT will bill for its services as defined on the specific task order. Acceptable contracting
methods include lump sum, cost plus, time and materials based on the Rate Schedule included as
Attachment "B" or other mutually agreeable method. Use of CONSULTANT -owned equipment will be
billed in accordance with CONSULTANT'S standard fee schedule. The CONSULTANT'S pricing,
unless otherwise stated. shall not include any present or future federal, state, or local property, license,
privilege. sales, use, excise, gross receipts or other like taxes or assessments, which may be applicable
to, measured by, imposed upon, or resulting from the performance of the Work. If used, Revised Rate
Schedules will be submitted to the Client annually to reflect changes in compensation for the categories
listed. The revised Rate Schedule will then become Attachment "B" of this Agreement.
2.2 CONSULTANT will submit monthly invoices for Services rendered. Payment terms are net thirty
(30) days from date of invoice. If CLIENT objects to all or any portion of an invoice, it will notify
CONSULTANT of the same within fifteen (15) days from the date of receipt of the invoice and will pay
that portion of the invoice not in dispute within thirty (30) days from the date of the invoice, and the
parties shall immediately make every effort to settle the disputed portion of the invoice.
2.3 If CLIENT fails to make any payment due CONSULTANT within thirty (30) days after receipt of an
invoice, other than those amounts being disputed by CLIENT as provided in Section 2.2 above. then
the amount due CONSULTANT will increase at the rate of 1.5 percent per month after the 30th day. In
addition, CONSULTANT may, after giving seven (7) calendar days' written notice to CLIENT, suspend
its Services and any deliverables until CONSULTANT has been paid in full for all amounts outstanding
more than thirty (30) days. In the event that payment in full is not received, CONSULTANT reserves
the right to have collection handled by CONSULTANT'S attorneys and any and all costs of collection,
including reasonable attorney's fees, shall be paid by CLIENT.
ARTICLE 3. CLIENTS RESPONSIBILITIES
3.1 CLIENT will furnish to CONSULTANT all existing studies, reports, data and other information available
to CLIENT necessary for performance of the work and authorize CONSULTANT to obtain additional
data as required. CONSULTANT will be entitled to use and rely upon all such information and services.
3.2 Where necessary to the performance of the work, CLIENT shall arrange for CONSULTANT access to
any site or property.
3.3 In the event of scheduled, prearranged or mandated events, meetings, access to sites, delivery of
documentation or other obligations. the responsibility of which the CLIENT has agreed to and upon
which the CONSULTANT relied, and which events, meetings, entrees to sites, delivery of
documentation or other obligations could not or did not take place, or were required to be rescheduled
because of the failure of the CLIENT in the discharge of the CLIENT'S obligations, all costs associated
with that rescheduling shall be borne by the CLIENT.
3.4 If the work involves excavations or drilling, it is the responsibility of the CLIENT to provide the
CONSULTANT with assistance in locating underground structures or utilities in the vicinity of any
exploration or investigations; provided, however, that in no event shall CLIENT be liable for any
damage caused by CONSULTANT's failure to properly locate such underground structures or utilities.
3.5 CLIENT recognizes that, when it is known, assumed or suspected that hazardous materials exist on or
beneath the surface of the site of the Work or within any structure thereon, certain sampling materials,
such as drill cuttings and drill fluids or asbestos removed for sampling, should be handled as if
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hazardous or contaminated. Accordingly, unless otherwise expressly provided in a Task Order, when
sampling is included in the scope of services and when determined by CONSULTANT in its sole and
exclusive judgment to be necessary based on CONSULTANT'S assessment of the degree of
contamination, hazard, and risk, CONSULTANT will promptly inform CLIENT that containerization and
labeling will be performed; will appropriately contain and label such materials; and will remove, transport
and dispose of such material in accordance with all applicable laws.
ARTICLE 4. PERFORMANCE OF SERVICE AND EXTENSION OF AGREEMENT
4.1 CONSULTANT shall perform the services at times and at locations as CLIENT may request.
CONSULTANT shall use its best efforts in the performance of services hereunder and represents
that such services will be performed in a professional. timely, efficient and competent mariner.
CONSULTANT shall comply with all laws, rules, regulations and requirements of CLIENT and any
applicable governmental authorities in connection with the performance of the services. In addition,
CONSULTANT shall. at its own expense, obtain and maintain during the Term all necessary
licenses. permits, approvals and other authorizations required in connection with performance of
the services.
4.2 This Agreement shall commence on the date set forth above and shall automatically renew with the
agreement of both parties for subsequent one-year terms with provisions for annual rate schedule
changes, or as identified in Task Orders or CONSULTANT'S proposals, unless otherwise terminated in
accordance with the provisions of this Agreement.
4.3 The dates of performance shall be interpreted as a material consideration in the Agreement; however,
in the absence of an amended Agreement, dates shall not be construed as falling within the meaning of
"time is of the essence."
4.4 The schedule and compensation may be influenced by the availability of information, public and
regulatory agency concerns, weather, and numerous other factors that may not be foreseen during
initial project planning. The CLIENT and CONSULTANT will negotiate in good faith and mutually agree
on proposed schedule and costs changes as they occur, as appropriate.
4.5 Services additional to those set forth in the Task Order will be performed and completed within the time
period and compensation agreed to in writing by the parties at the time such services are authorized.
4.6 If any time period within or date by which any of CONSULTANT'S services are to be performed is
exceeded for reasons outside of CONSULTANT'S reasonable control, all rates, measures and
amounts of compensation and the time for completion of performance shall be subject to equitable
adjustment.
4.7 Pro Trak: Consultant shall use this along with a standard reporting process.
ARTICLE 5. CONFIDENTIALITY
5.1 The CONSULTANT and the CLIENT (including the employees, officers, agents. and directors of the
respective parties) shall treat as confidential and proprietary, and will not disclose to others during or
subsequent to the term of this Agreement, except as is necessary to perform the work under this
Agreement. any information whether verbal or written of any description whatsoever, (including any
technical information, experience, or data) regarding either party's plans, programs. plants, processes,
products, costs, equipment, or operations. which may come within the knowledge of the parties in the
performance of this Agreement, without in each instance securing the prior written consent of the other
party. Nothing contained within this Article shall prevent either party from disclosing to others, or using
in any manner, information which has been published and has become part of the public domain other
than by acts, omissions, or fault of either party: has been furnished or made known to either party by
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third parties directly or indirectly; or was developed independently by either party.
5.2 In the event that either party shall be required by subpoena, court, or administrative order to disclose
any of the information deemed by this Agreement to be confidential and/or proprietary, that party shall
give immediate written notice to the other party. Upon receipt of the notice, the party whose information
may be disclosed shall have the right to interpose all objections to the disclosure.
ARTICLE 6. STANDARD OF CARE
6.1 In performing services, CONSULTANT agrees to exercise professional judgment, made on the basis of
the information available to CONSULTANT, and to use the same degree of care and skill ordinarily
exercised in similar circumstances by consultants performing comparable services. This standard of
care shall be judged as of the time and place the services are rendered, and not according to later
standards.
6.2 CONSULTANT makes no other warranty, expressed or implied.
ARTICLE 7. INSURANCE
CONSULTANT, at its own expense and at all times during the Term, will maintain (i) commercial
general liability insurance applicable to CONSULTANT's operations related to this Agreement,
including coverage for the contractual indemnification provided by CONSULTANT, providing on an
occurrence basis a minimum combined single limit of $1,000,000.00 with a general aggregate limit
of $2,000,000.00, and (ii) business automobile liability insurance providing on an occurrence basis
a minimum combined single limit of $500,000.00. Such insurance shall name CLIENT and its
affiliates and subsidiaries as additional insureds. CONSULTANT further will maintain such
insurance as will fully protect CONSULTANT and CLIENT from any and all claims by employees of
CONSULTANT under the workers' compensation act or employers' liability laws, including any
employers' disability insurance laws, and from any and all other claims of whatsoever kind or nature
for any and all damage to property or for personal injury, including death to anyone whomsoever,
that may arise from operations by CONSULTANT or by anyone directly or indirectly engaged or
employed by CONSULTANT. All policies of insurance shall be primary and non-contributory with
any other coverage elsewhere afforded or available to CLIENT, as well as provide primary
coverage for all losses and damages caused by the perils covered thereby. The policies will
provide that they may not be canceled or altered without at least thirty (30) days prior written notice
to CLIENT. CONSULTANT will deliver to CLIENT satisfactory evidence of all such insurance upon
the execution of this Agreement and at least ten (10) days prior to the expiration of any policy term.
The form, content and insurers for each policy shall be subject to the satisfaction of CLIENT. If
CONSULTANT fails for any reason other than the fault of CLIENT to provide all of the insurance
required by this Section 7, CLIENT shall be entitled (but have no obligation), in addition to all other
remedies available to CLIENT as a result of such default, to purchase such insurance not provided
by CONSULTANT and collect from CONSULTANT (or retain from sums otherwise owing to
CONSULTANT) an amount equal to the premiums paid by CLIENT, plus a late charge equal to
10% per annum on the amount of such premiums, calculated from the date such insurance was
due until CONSULTANT pays the amount of such premiums plus late charge to CLIENT.
ARTICLE 8. INDEMNITY
8.1 To the fullest extent permitted by law, the CONSULTANT hereby agrees as follows:
a) with regard to the professional services performed and to be performed hereunder by or
through the CONSULTANT, CONSULTANT agrees, to the fullest extent permitted by law, to
indemnify and hold CLIENT harmless from any damage, liability or cost (including reasonable
attorneys' fees and costs of defense) to the proportionate extent that Claims are caused by
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CONSULTANT's negligent services or willful misconduct. The indemnity obligations provided
under this section shall only apply to the extent such Claims are determined by a court of
competent jurisdiction or arbitrator to have been caused by the negligence or willful misconduct
of CONSULTANT. The CONSULTANT shall have no duty to defend but shall reimburse
defense costs to the same extent as the overall indemnity obligations herein. These indemnity
obligations shall not apply to the extent said Claims arise out of. pertain to, or relate to the
negligence of CLIENT or their agents, or other independent contractors, or other consultants of
CLIENT, or others who are directly responsible to CLIENT, or for defects in design or
construction furnished by those persons and/or entities: and
b) with regard to any acts or omissions of the CONSULTANT in connection with this Agreement
which do not comprise professional services, the CONSULTANT further agrees to indemnify,
defend and hold harmless CLIENT from and against any and all claims, demand actions,
causes of action, losses, liabilities, costs, reasonable attorneys' fees and litigation expenses (all
of the foregoing being hereinafter individually and collectively called "claims") provided that any
such claim is attributable to bodily injury, death, or property damage suffered or incurred by, or
asserted against. the Indemnified Parties to the extent, but only to the extent, that the claims
are the result of any negligent act or omission by the CONSULTANT, its consultants or
subconsultants or anyone for whom the CONSULTANT is responsible under this agreement,
excluding, however, bodily injury, death or property damage arising out of the rendering or
failure to render any professional services by the CONSULTANT (which is covered by Section
"8.1a" above).
8.2 CLIENT agrees, to the fullest extent permitted by law, to indemnify and hold CONSULTANT
harmless from any damage, liability or cost (including reasonable attorneys' fees and costs of
defense) to the extent caused by the CLIENT's willful misconduct or negligent acts, errors or
omissions.
8.3 Neither CLIENT nor CONSULTANT shall be obligated to indemnify the other party in any manner
whatsoever for the other party's own negligence or willful misconduct.
ARTICLE 9. ALLOCATION OF RISK
9.1 To the fullest extent permitted by law, the total liability in the aggregate of CONSULTANT and its
employees, subcontractors or suppliers to CLIENT and anyone claiming by, through or under CLIENT
on all claims of any kind (excluding claims for death or bodily injury) arising out of or in any way related
to CONSULTANT'S services, or from any cause or causes whatsoever, including but not limited to
negligence, errors, omissions, strict liability, indemnity or breach of contract, shall not exceed the
compensation received by CONSULTANT for the Task Order upon which such liability is based, or the
maximum amount of the CONSULTANT'S insurance coverage, whichever is greater.
9.2 In no event, whether in contract, indemnity, warranty, tort (including negligence), strict liability or
otherwise, shall CONSULTANT, its employees, subcontractors or suppliers be liable for loss of profits
or revenue; loss of use of any equipment or facilities; cost of capital: cost of purchased power; cost of
substitute equipment, facilities or services; downtime costs; any special consequential, incidental or
exemplary damages; or claims of customers of CLIENT.
9.3 If CONSULTANT furnishes CLIENT with advice or assistance concerning any products, systems or
services, which is not required under the Scope of Work or any other contract among the parties, the
furnishing of such advice or assistance will not subject CONSULTANT to any liability whether in
contract, indemnity, warranty, tort (including negligence), strict liability or otherwise.
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ARTICLE 10. OWNERSHIP OF DOCUMENTS
10.1 In the event CONSULTANT prepares a written report related or pertaining to the Work, CONSULTANT
shall furnish to CLIENT the number of copies of such report specified in the Task Order. Except for the
reports, all field data and notes, laboratory test data, calculations. estimates and other documents,
which the CONSULTANT prepares, shall remain the property of the CONSULTANT. The CLIENT
agrees that all reports and other work the CONSULTANT provides, which are not paid for. will be
returned or destroyed by CLIENT upon demand and will not be used for any purpose whatsoever other
than those purposes contemplated in this Agreement and any Task Order. CONSULTANT hereby
assigns and agrees to assign to CLIENT all rights to inventions, trade secrets. copyrights and
technical data developed, conceived or reduced to practice by CONSULTANT, alone or jointly with
others, which directly result from services performed under this Agreement, including all
documents, plans. proposals. reports, programs, screens, forms, scripts, procedures, functions,
analysis, data, ideas, specifications, descriptions, notes, and designs prepared or furnished by
CONSULTANT, CLIENT or any other party in connection with the consulting assignment of the
CONSULTANT pursuant to this Agreement. Such obligation to assign shall be effective during the
Term and for one year thereafter, except such items that CONSULTANT can prove were conceived
by CONSULTANT after the termination of this Agreement and not under circumstances contrary to
any provision of this Agreement. CONSULTANT shall provide detailed written descriptions of any
inventions, trade secrets, copyrights and technical data to be assigned as requested by CLIENT,
and shall cooperate with CLIENT as needed in order to protect and enforce proprietary rights of
CLIENT.
10.2 Any report prepared as part of the work will be prepared solely for use of the CLIENT. Other third
parties are not to rely on the report unless both CONSULTANT and CLIENT consent in writing to such
reliance. CONSULTANT may assess a charge in connection with documenting such consent.
10.3 CONSULTANT will prepare and perform the work according to the scope and purposes of this
Agreement and Task Orders. To the extent that the work product is utilized in any manner outside the
scope and purposes of this contract. CONSULTANT reserves the right to notify directly any third -party
recipient of the limitations of the work product due to the scope and purposes of the contract under
which it was prepared. It is expressly acknowledged that this reservation by CONSULTANT is
necessary to protect and preserve CONSULTANT'S professional reputation with respect to its work
product.
ARTICLE 11. INDEPENDENT CONTRACTOR; AUTHORITY
11.1 This Agreement does not, and shall not be construed to, make CONSULTANT the agent or legal
representative of CLIENT. CONSULTANT does not have, and shall disclaim, any right, power or
authority to assume or create any obligations for, on behalf of, or in the name of CLIENT or to deal
with CLIENT's property. CONSULTANT shall not incur or contract, or purport to incur or contract.
any debt or obligation on behalf of CLIENT, or commit any act, make any representation, or
advertise in any manner that may adversely affect any right of CLIENT or be detrimental to
CLIENT's good name and reputation. CONSULTANT shall not have any authority over any
employee or officer of CLIENT. nor shall CLIENT be required in any manner to implement any
plans or suggestions CONSULTANT may provide.
ARTICLE 12. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS
12.1 The CONSULTANT shall observe all applicable provisions of the federal, state and local laws and
regulations, including those relating to equal opportunity employment.
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ARTICLE 13. SAFETY
13.1 The CLIENT shall be obligated to inform the CONSULTANT and its employees of any applicable site
safety procedures and regulations known to CLIENT, as well as any special safety concerns or
dangerous conditions at the site. The CONSULTANT and its employees will be obligated to adhere to
such procedures and regulations once notice has been given.
ARTICLE 14. LITIGATION
14.1 At the request of CLIENT, CONSULTANT agrees to provide testimony and other evidence in any
litigation, hearings or proceedings to which CLIENT is or becomes a party in connection with the work
performed under this Agreement. CLIENT agrees to compensate CONSULTANT at its contract rates
for its time and other costs in connection with such evidence or testimony. Similarly, if CONSULTANT
is compelled by legal process to provide testimony or produce documents or other evidence in
connection with work performed, CONSULTANT agrees to contact CLIENT prior to providing testimony
or producing documents or other evidence and cooperate with CLIENT and CLIENT's counsel.
CLIENT agrees to compensate CONSULTANT at its contract rates for its time and expense in
connection with such testimony or document and other evidentiary production. In the event the support
services of CONSULTANT are required in connection with litigation instituted by or against the CLIENT.
CLIENT agrees to obtain from CLIENTS counsel, a fully executed Agreement for Expert Service.
ARTICLE 15. NOTICE
15.1 All notices to either party by the other shall be deemed to have been sufficiently given when made in
writing and delivered in person. by facsimile, certified mail or courier to the address of the respective
party that is shown on page 1 of this Agreement or to such other address as such party may designate.
ARTICLE 16. TERMINATION
16.1 CLIENT reserves the right to delay the commencement of or suspend CONSULTANT's
performance of any or all of the Work. The performance of Work under any individual Task Order
may be terminated or suspended by either party. in whole or in part. Such termination shall be effected
by delivery of fifteen (15) days' prior, written notice specifying the extent to which performance of work is
terminated and the date upon which such action shall become effective. In the event work is terminated
or suspended by CLIENT prior to the completion of services contemplated under any Task Order,
CONSULTANT shall be paid for (i) the services rendered to the date of termination or suspension; (ii)
demobilization costs; (iii) costs incurred with respect to non -cancelable commitments; and
(iv) reasonable services provided to effectuate a professional and timely project termination or
suspension. Additionally, and not withstanding anything in this Agreement to the contrary, CLIENT
shall at all times have the right to terminate this Agreement by providing thirty (30) days prior written
notice of such termination to CONSULTANT.
ARTICLE 17. SEVERABILITY
17.1 If any term. covenant, condition or provision of this Agreement is found by a court of competent
jurisdiction to be invalid. void or unenforceable, the remainder of these Terms and Conditions shall
remain in full force and effect, and shall in no way be affected, impaired, or invalidated thereby.
ARTICLE 18. WAIVER
18.1 Any waiver by either party or any provision or condition of these Terms and Conditions shall not be
construed or deemed to be a waiver of a subsequent breach of the same provision or condition, unless
such waiver is so expressed in writing and signed by the party to be bound.
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ARTICLE 19. GOVERNING LAW; JURISDICTION
19.1 This Agreement shall be governed by, and interpreted and construed in accordance with, the laws
of the State of Texas, without reference to the conflict of laws principles of any jurisdiction. If any
permitted suit, action or proceeding is brought in connection with this Agreement, exclusive venue
for such suit, action or proceeding shall be in the courts in Brazoria County, Texas, and each party
submits to the jurisdiction of such courts for the purpose of any such suit, action or proceeding.
Each party irrevocably waives any objections which it may now or hereafter have to the laying of
venue of any permitted suit, action or proceeding arising out of or relating to this Agreement
brought in the courts located in Brazoria County, Texas, and hereby waives any claim that any such
suit, action or proceeding brought in any such court has been brought in any inconvenient forum.
19.2 In the event that either party must resort to legal action to enforce any provision of this Agreement,
the non -prevailing party agrees to pay attorney fees and other costs resulting from such action.
19.3 CLIENT and CONSULTANT hereby irrevocably and unconditionally waive all right to trial by jury in any
action, suit, proceeding. or counterclaim that relates to or arises out of this agreement.
ARTICLE 20. ASSIGNMENTS AND DELEGATION; NO SUBCONTRACTORS
20.1 This Agreement may not be assigned or transferred by CONSULTANT, in whole or in part, nor may
CONSULTANT delegate its duties under this Agreement. in whole or in part, in any of the foregoing
circumstances without the prior written consent of CLIENT. and any assignment or delegation in
violation of this Section shall be void. CLIENT shall have the right to assign this Agreement and
any of its rights hereunder to any affiliate of CLIENT or as a part of a sale or transfer of the stock,
assets or business of CLIENT or any substantial portion thereof. This Agreement shall be binding
upon and shall inure to the benefit of the parties hereto, and their respective heirs, successors and
permitted assigns. CONSULTANT shall not engage any third parties or independent contractors to
perform the services under this Agreement without the express written consent of CLIENT.
ARTICLE 21. CAPTIONS
21.1 The captions of these Terms and Conditions are intended solely for the convenience of reference and
shall not define, limit or affect in any way the provisions. terms and conditions hereof or their
interpretation.
ARTICLE 22. ENTIRE AGREEMENT
22.1 This Agreement, and the Task Orders, constitute the entire agreement between the parties
pertaining to the subject matter hereof, and supersedes all prior and contemporaneous
agreements, understandings. negotiations and discussions between the parties, whether oral or
written in respect of this matter. There are no representations, warranties, collateral agreements.
conditions or other agreements between the parties hereto in connection with the subject matter
hereof except as specifically set forth herein.
(Remainder of this page intentionally left blank.}
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized
representatives as of the day and year set forth in this Agreement.
CONSULTANT
Cobb, Fendley & Associate Inc.
CLIENT
City of Pe
By: C114 By:
I�,S M. En.5 4
Printed Name: �.inAf` a Printed Name:
Title: PrAmAeat Title:
Date: 5.1242/110 / Date: b f y --
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ATTACHMENT A
TASK ORDER
MASTER SERVICE AGREEMENT (MSA), Task Order No.
Pursuant and subject to the above captioned MSA dated between
and . CLIENT hereby requests t
performs the work described below upon the terms set forth
CLIENT PROVIDED INFORMATION:
Work Site:
Work to Be Performed:
Drawings. plans, specifications (are) (are not) attached:
Date and Time to Commence:
Date and Time to Complete:
Equipment, vehicles, tools. materials, supplies to be furnis
(if any):
Invoice Mailing Instructions:
Other Requirements or Variance from M : (if any):
ugh third p
es by CLIENT
CONSULTANT PROVIDED I FORMATION:
Compensation:
Billing Terms:
Scope of Work:
EPTANCE:
he fore•oing TASK DER is accepted on the terms set forth as indicated by the signatures below.
CON ANT CLIENT
FENDLE SSOCIATES, INC. City of Pearland
Prin
Title:
Date:
By:
Printed Name:
Title:
Date:
.. ` CobbFendley
ATTACHMENT B
COBB, FENDLEY & ASSOCIATES, INC.
2016 STANDARD RATE SCHEDULE (PEARLAND)
Principal / Chief Engineer (Professional VIII)* $210.00/HR
Senior Project Manager (Professional VI)* $190.00/HR
Project Manager (Professional V)* $165.00/HR
Senior Hydrologist (Professional V)* $190.00/HR
Project Engineer III (Professional IH)* $130.00/HR
Project Engineer H (Professional II)* $120.00/HR
Project Engineer I (Professional I)* $110.00/HR
Senior Technician (Technician IV)* $125.00/HR
Technician III (Technician III)* $110.00/HR
Technician II (Technician II)* $100.00/HR
Technician I (Technician I)* $80.00/HR
Licensed State Land Surveyor (Professional VI)* $200.00/HR
Registered Professional Land Surveyor (Professional III)* $145.00/HR
4 -Man Survey Crew $170.00/HR
3 -Man Survey Crew $150.00/HR
2 -Man Survey Crew $130.00/HR
1 -Man Survey Crew $110.00/HR
Construction Manager (Professional IV)* $150.00/HR
Senior Field Construction Observer (Professional I)* $100.00/HR
Field Construction Observer (Technician II)* $90.00/HR
Utility Specialist (Professional II)* $130.00/HR
Telecommunications Designer (Technician H)* $100.00/HR
Telecommunications Fieldman (Technician I)* $80.00/HR
GIS Manager (Professional III)* $150.00/HR
GIS Analyst (Technician II)* $100.00/HR
Right -of -Way Agent $115.00/HR
Administrative $95.00/HR
Clerical $70.00/HR
GPS $35.00/HR/Receiver
* Category labels "Professional x" etc. are interim designations for 2015 and are to be implemented in lieu of previous position titles in 2016
ATTACHMENT B
COBB, FENDLEY & ASSOCIATES, INC.
2016 STANDARD RATE SCHEDULE (PEARLAND)
(Continued)
SUBSURFACE UTILITY ENGINEERING
One -Man Designating Crew (4 -Hour Minimum) $90/HR
Two -Man Designating Crew (4 -Hour Minimum) $150/HR
Vacuum Excavation Truck with 2 Technicians (Vac 3000 & 4000) (4 -Hour Minimum)$260/HR
Vacuum Excavation Truck with 2 Technicians (Vac 6000) (4 -Hour Minimum) $280/HR
Ground Penetrating Radar with 1 Technician (4 -Hour Minimum) $250/HR
Traffic Control Officer @ Cost + 10%
Traffic Control (Lane Closures, etc.) To Be Negotiated
Permits (Local, State, etc.) @ Cost + 10%
Designation & Traffic Control Vehicles $3.40/Mile
Location Vehicles $6.80/Mile
REIMBURSABLE EXPENSES
Technology Fee (*) $3.75/HR
Consultant or Specialty Contractor (Outside Firm) @ Cost + 10%
Courier, Special Equipment Rental @ Cost + 10%
Reasonable Out of Town Travel Expenses (Air, Hotel, Rental, etc.) @ Cost
Mileage (Standard Car or Truck) IRS Approved Rate
Per Diem for Out of Town Travel (Per Day/Person) $36/Day
Title Plant Charges @ Cost + 10%
Other Misc. Expenses Related to the Project @ Cost + 10%
In -House Reproduction:
Copies (Up to 11" x 17") $0.15/Each
Color Prints (Up to 11" x 17") $1.50/Each
Color Prints (Larger than 11" x 17") $3.00/Sq. Ft.
➢ Bluelines (All Sizes) $1.00/Each
➢ Bond Prints (All Sizes) $2.00/Each
➢ Mylar Prints $12.00/Each
Vellum Prints $9.00/Each
(') Technology charges added to each billable man-hour
ATTACHMENT C
PROJECT MANAGEMENT SUPPORT
SCOPE OF SERVICES
BASIC SERVICES: CobbFendley will provide the following project management
services as part of its basic service. The specific items of services will include
assisting the City Project Manager (on a limited basis, as required by the City
Project Manager) with the following:
Planning Phase:
1. Defining project(s) requirements, including scope, quality and overall
budget and schedule of work.
2. Structuring the project into manageable sub -entities.
3. Verifying what standards are applicable to the project(s);
4. Obtaining and arranging consultant services to be provided for this
project (survey, geotechnical, design, environmental, etc.)
Design Phase:
1. Management of selected engineering design consultant(s);
2. Briefing selected consultant(s) on City's requirements and the
project scope of work;
3. Project organizational structure and methods of operation of the
consultant(s);
4. Obtaining engineering design consultant(s) project schedules and
budgets;
5. Consulting and representing the City in matters with other entities
public and private when requested to do so by the City.
6. Utility relocation of public and private utilities (electric, gas,
telephone, fiber, etc.)
7. Coordinating with other City departments on other City projects and
plans with in the project area.
8. Managing right-of-way acquisition procedures, as necessary;
9. Conducting project design meetings with design consultant(s);
10. Providing a technical review of the engineering design submittals to
ensure adherence to all applicable jurisdictional codes, criteria, and
polices;
11. Providing constructability review of plans, specifications, contract documents
and validity of Engineer of Record's project duration.
12. Identifying construction issues and conflicts;
13. Conducting an independent verification of quantities.
14. Managing the design for conformity with the agreed project
requirements and budget, and administering design changes;
15. Suggesting alternatives, evaluating them, and assist in deciding
between them so as to best meet the needs of the City in terms of
scope, time, quality and cost;
16. Identifying the impact (scope, time, quality, cost) of proposed
changes, so that the client may make well-informed decisions
whether to proceed with the proposed changes;
17. Monitoring progress against the approved project schedule and
budget;
18. Initiating action necessary to determine whether future costs will be
kept within budget allocations;
19. Reporting on general project status, consultant activities, design and
design changes;
20. Reporting on schedule and budget, including variances,
explanations and possible adjustments;
Bid Phase:
1. Advertising project(s) for bids;
2. Attending Pre -Bid Meeting(s);
3. Reviewing responses provided by design consultant regarding
questions raised by the Contractors;
4. Evaluating bids once received;
5. Reviewing Engineer's Recommendations of Award;
CobbFendley
April 28, 2016
Mr. Skipper Jones
Assistant Director of Capital Projects
City of Pearland
3519 Liberty Drive
Pearland, Texas 77581
Re: Master Services Agreement (MSA) — Task Order No. 1 - Project Management Support
for Design and Bid Phase(s) for Old Alvin Road Widening, Orange Street Reconstruction
and Linwood Subdivision Street Drainage
CobbFendley Project No.
Dear Mr. Jones:
Cobb, Fendley & Associates, Inc. (CobbFendley) is pleased to submit this Master Services
Agreement for Project Management Support Services in Pearland, Texas. CobbFendley
proposes to provide the Scope of Services and Compensation as outlined in Attachments A -C.
Thank you for the opportunity to submit this proposal. Please advise if you have any questions
or require additional information.
Sincerely,
COBB, FENDLEY & ASSOCIATES, INC.
Brad Matlock, P.E.
Principal
Cc:
Susan Johnson — City of Pearland
Attachments
1920 Country Place Parkway, Suite 310 1 Pearland. Texas 77584 1 281.993 4952 1 fax 281.993 8086 1 www.cobbfendley.corn
ATTACHMENT A
TASK ORDER No. 1
MASTER SERVICE AGREEMENT (MSA), Project Management Services
Pursuant and subject to the above captioned MSA dated between the City of
Pearland and Cobb Fendley & Associates. CLIENT hereby requests that CONSULTANT performs the work
described below upon the terms set forth:
CLIENT PROVIDED INFORMATION:
Work Site: Old Alvin Road Widening (Project # - T20002), Orange Street Reconstruction (Project # -
TR1703) and Linwood Subdivision Street and Drainage (Project # - DR1601)
Work to Be Performed: Provide Project Management Support for the Design and Bid Phase(s) for the
projects listed above.
Drawings. plans, specifications are not attached:
Date and Time to Commence:
Date and Time to Complete:
Equipment, vehicles. tools, materials, supplies to be furnished or obtained through third parties by CLIENT
(if any): Costs include reproduction costs and mileage.
Invoice Mailing Instructions: Invoices will be submitted to Pearland Project Manager — Susan Johnson.
Other Requirements or Variance from MSA (if any): N/A
CONSULTANT PROVIDED INFORMATION:
Compensation: $114,000.80
Billing Terms: Time and Materials
Scope of Work: See Attachment C — Project Management Support Scope of Services
ACCEPTANCE:
The foregoing TASK ORDER is accepted on the terms set forth as indicated by the signatures below.
CONSULTANT CLIENT
COBBFENDLEY & ASSOCIAT ;j C City of Pearland
By:
Printed Name:
Title: Prwtq,
Date: 5/191
M. E0.s1-t
By:
Printed Name:
Title:
Date:
CobbFendley
ATTACHMENT A
Manhour Estimate
Project Title: Project Management Support for Design and Bid Phase of Old Alvin Road, Oranage Street and
Linwood Subdivision
COP Project No.:
4/26/2016
Project Duration
420 Days
14 months
Hours/Month
TOTALS
Labor Cost
Month
1
Month
2
List of classifications and rates
Month
4
Senior Project Manager
Month
6
Project Engineer III
Month
8
$
190.00
$
130.00
Month
13
Month
14
Phase
Project Duration
420 Days
14 months
Hours/Month
Notes:
1 30 Miles round trip from CobbFendley Pearland Office to Pearland City Hall. 6 trips/month
2 Project Engineer III will be used to assist in the review of project quantities
3 Additional hours per week for Senior Project Manager shall be directed and approved by City. as necessary
4 Duration is based on Project Schedule provided by ARKK Engineers. LLC (See Attached)
TOTALS
Labor Cost
Month
1
Month
2
Month
3
Month
4
Month
5
Month
6
Month
7
Month
8
Month
9
Month
10
Month
11
Month
12
Month
13
Month
14
Phase
Senior Project Manager
560
$ 106,400
40
40
40
40
40
40
40
40
40
40
40
40
40
40
Project Engineer III
48
S 6.240
16
16
16
Total
$ 112,640.00
Total Equip/Mlsc Cost (See Below)
$ 1,360.80
Units/Month
Total Costs
$ 114,000.80
Equipment and Misc Cost Items
Month
1
Month
2
Month
3
Month
4
Month
5
Month
6
Month
7
Month
8
Month
9
Month
10
Month
11
Month
12
Month
13
Month
14
Supplies
$ -
$ -
Cell Phones/pagers
Computer (hrsimonth)
Mileage @ $0 54/mile
2520
$ 1,361
180
180
180
180
180
180
180
180
180
180
180
180
180
180
Subtotal
$ 1,361
$ 1,361
Notes:
1 30 Miles round trip from CobbFendley Pearland Office to Pearland City Hall. 6 trips/month
2 Project Engineer III will be used to assist in the review of project quantities
3 Additional hours per week for Senior Project Manager shall be directed and approved by City. as necessary
4 Duration is based on Project Schedule provided by ARKK Engineers. LLC (See Attached)
Date:
06106/16 107/08/16 /18/17 101/15/18 102/12/18 03/12/18 04/09/18 05/07/18 06/04/18 107/02/18 107/30/18
06/13/16 107/11/16 12/25/17 101/22/18 102/19/18 03/19/18 04/16/18 05/14/18 06/11/18 07/09/18 108/06/
06/20/16 07/18/ 01/01/18 101/29/18 02/26/18 03/26/18 04/23/18 05/21/18 06/18/18 107/16/18 108/
06/27/16 ;07`/17
01/08/18
02/05/18
03/05/18 04/02/18
04/30/18 05/28/18 06/25/18 07/23/18
Week:
1
! . et
83 K
85 88
87 88
M 90 91 92
93 11
91 9< 97 10
99 .r m m m .a m m m ••:. r sag me .. woo .90
MI SIN
PACKAGE
1- LINDALE
ST and
OLD ALVIN
TO TOWN
�I-
l
i
i
DITCH
Start
Time
Finish
Design Phase
6 -Jun -16
150
3 -Nov -16
Design
Bid and Award Phase
3 -Nov -16
60
2 -Jan -17
Construction Phase
2 -Jan -27
180
1 -Jul -17
PACKAGE
2 - EAST ORANGE STREET - MAIN ST. TO SCHLEIDE
Start
Time
Finish
;
Design Phase
6 -Jun -16
300
2 -Apr -17
Desipr
j '
Bid and Award Phase
2 -Apr -17
60
1 -Jun -17
I'
Construction Phase
1--Jun-17
300
28 -Mor -18
1
PACKAGE 3 - OLD
ALVIN ROAD
- EAST ORANGE TO
MCHARD
RD.
Start
Time
Finish
Design Phase
6 -Jun -16
360
1
Main
Bid and Award Phase
1 -Jun -17
60
-Jun -17
31 -Jul -17
i
Construction Phase
31 Jul -17
360
26-Jui-18
PACKAGE 4 -TOWN DITCH TRAIL - MAIN
ST. TO OLD ALVIN RD
Start
Time
Finish
Design Phase
6 -Jun -16
230
22 -Jan -17
Bid and Award Phase
22 -Jan -17
60
23 -Mar -17
Construction Phase
23 -Mar -17
120
21-1u1-17
ATTACHMENT B
COBB, FENDLEY & ASSOCIATES. INC.
2016 STANDARD RATE SCHEDULE (PEARLAND)
Principal / Chief Engineer (Professional VIII)* $210.00/HR
Senior Project Manager (Professional VI)* $190.00/HR
Project Manager (Professional V)* $165.00/HR
Senior Hydrologist (Professional V)* $190.00/HR
Project Engineer III (Professional III)* $130.00/HR
Project Engineer II (Professional II)* $120.00/HR
Project Engineer I (Professional I)* $110.00/HR
Senior Technician (Technician IV)* $125.00/HR
Technician III (Technician III)* $110.00/HR
Technician II (Technician II)* $100.00/HR
Technician I (Technician I)* $80.00/HR
Licensed State Land Surveyor (Professional VI)* $200.00/HR
Registered Professional Land Surveyor (Professional III)* $145.00/HR
4 -Man Survey Crew $170.00/HR
3 -Man Survey Crew $150.00/HR
2 -Man Survey Crew $130.00/HR
1 -Man Survey Crew $110.00/HR
Construction Manager (Professional IV)* $150.00/HR
Senior Field Construction Observer (Professional I)* $100.00/HR
Field Construction Observer (Technician II)* $90.00/HR
Utility Specialist (Professional II)* $130.00/HR
Telecommunications Designer (Technician II)* $100.00/HR
Telecommunications Fieldman (Technician I)* $80.00/HR
GIS Manager (Professional III)* $150.00/HR
GIS Analyst (Technician II)* $100.00/HR
Right -of -Way Agent $115.00/HR
Administrative $95.00/HR
Clerical $70.00/HR
GPS $35.00/HR/Receiver
* Category labels "Professional x" etc. are interim designations for 2015 and are to be implemented in lieu of previous position titles in 2016
ATTACHMENT B
COBB, FENDLEY & ASSOCIATES, INC.
2016 STANDARD RATE SCHEDULE (PEARLAND)
(Continued)
SUBSURFACE UTILITY ENGINEERING
One -Man Designating Crew (4 -Hour Minimum) $90/HR
Two -Man Designating Crew (4 -Hour Minimum) $150/HR
Vacuum Excavation Truck with 2 Technicians (Vac 3000 & 4000) (4 -Hour Minimum)... $260/HR
Vacuum Excavation Truck with 2 Technicians (Vac 6000) (4 -Hour Minimum) $280/HR
Ground Penetrating Radar with 1 Technician (4 -Hour Minimum) $250/HR
Traffic Control Officer @ Cost + 10%
Traffic Control (Lane Closures, etc.) To Be Negotiated
Permits (Local, State, etc.) @ Cost + 10%
Designation & Traffic Control Vehicles $3.40/Mile
Location Vehicles $6.80/Mile
REIMBURSABLE EXPENSES
Technology Fee (*) $3.75/HR
Consultant or Specialty Contractor (Outside Firm) @ Cost + 10%
Courier. Special Equipment Rental @ Cost + 10%
Reasonable Out of Town Travel Expenses (Air, Hotel. Rental, etc.) @ Cost
Mileage (Standard Car or Truck) IRS Approved Rate
Per Diem for Out of Town Travel (Per Day/Person) $36/Day
Title Plant Charges @ Cost + 10%
Other Misc. Expenses Related to the Project @ Cost + 10%
In -House Reproduction:
Copies (Up to 11" x 17") $0.15/Each
Color Prints (Up to 11" x 17") $1.50/Each
Color Prints (Larger than 11" x 17") $3.00/Sq. Ft.
Bluelines (All Sizes) $1.00/Each
Bond Prints (All Sizes) $2.00/Each
Mylar Prints $12.00/Each
Vellum Prints $9.00/Each
(') Technology charges added to each billable man-hour
ATTACHMENT C
PROJECT MANAGEMENT SUPPORT
SCOPE OF SERVICES
BASIC SERVICES: CobbFendley will provide the following project management
services as part of its basic service. The specific items of services will include
assisting the City Project Manager (on a limited basis, as required by the City
Project Manager) with the following:
Planning Phase:
1. Defining project(s) requirements, including scope, quality and overall
budget and schedule of work.
2. Structuring the project into manageable sub -entities.
3. Verifying what standards are applicable to the project(s);
4. Obtaining and arranging consultant services to be provided for this
project (survey, geotechnical, design, environmental, etc.)
Design Phase:
1. Management of selected engineering design consultant(s);
2. Briefing selected consultant(s) on City's requirements and the
project scope of work;
3. Project organizational structure and methods of operation of the
consultant(s);
4. Obtaining engineering design consultant(s) project schedules and
budgets;
5. Consulting and representing the City in matters with other entities
public and private when requested to do so by the City.
6. Utility relocation of public and private utilities (electric, gas,
telephone, fiber, etc.)
7. Coordinating with other City departments on other City projects and
plans with in the project area.
8. Managing right-of-way acquisition procedures, as necessary;
9. Conducting project design meetings with design consultant(s);
10. Providing a technical review of the engineering design submittals to
ensure adherence to all applicable jurisdictional codes, criteria. and
polices;
11. Providing constructability review of plans, specifications, contract documents
and validity of Engineer of Record's project duration.
12. Identifying construction issues and conflicts;
13. Conducting an independent verification of quantities.
14. Managing the design for conformity with the agreed project
requirements and budget, and administering design changes;
15. Suggesting alternatives, evaluating them, and assist in deciding
between them so as to best meet the needs of the City in terms of
scope, time, quality and cost;
16. Identifying the impact (scope, time, quality, cost) of proposed
changes, so that the client may make well-informed decisions
whether to proceed with the proposed changes;
17. Monitoring progress against the approved project schedule and
budget;
18. Initiating action necessary to determine whether future costs will be
kept within budget allocations;
19. Reporting on general project status, consultant activities, design and
design changes:
20. Reporting on schedule and budget, including variances,
explanations and possible adjustments;
Bid Phase:
1. Advertising project(s) for bids;
2. Attending Pre -Bid Meeting(s);
3. Reviewing responses provided by design consultant regarding
questions raised by the Contractors:
4. Evaluating bids once received;
5. Reviewing Engineer's Recommendations of Award;